The Slender Pony
by The Poet of Silence
Summary: A new threat looms over Equestria; an ancient evil once thought to have been defeated. It hunts in the shadows, preying on the young and the weak before moving onto bigger prey. It is an evil that even Celestia herself fears. And Fluttershy is the only pony that can stop it.
1. Many Years Ago

Many years ago

Two young fillies trot through the darkness of Everfree forest. Trees tower high above them as they trot. The tops of the trees begin around twenty-five to fifty feet above the earthy floor, the branches molding together to form a massive canopy though which little light can penetrate and reach the sun-deprived ground.

Also native to the forest are many species of wildlife. Ants march across the ground in a single file line carrying chunks of food that, to anypony watching the curious little creatures, must seem like very little, but to the ants the chunks and crumbs require a massive amount of energy. Birds of various species sing in the canopy. Their songs fill the forest both with a sense of unseen beauty and mystery. Every now and then, a pair or two of eyes appears in the underbrush only to vanish moments later.

This is the forest that Honeyshine Meadowdew and Sterling Karat are trotting through. "Sweet Celestia this forest is creepy," Honeyshine says with a shiver. Sterling nods in assent. They trot on in silence for a moment before Sterling asks, "Do you really think there are dragons in this forest? Because that's what Rarity told me back at school yesterday."

"Oh, don't listen to Rarity. She's such a drama-queen. Everypony knows that she makes stuff up so that it sounds more exciting," Honeyshine replies. They both laugh. "Yeah, I bet you're right," Sterling says as he wipes his brow with a foreleg.

Honeyshine is an Earth Pony, only three and a half years old. Her coat is a majestic honey coloring, and her mane is a light green. Her flank is barren of a cutie mark, something that she has been hoping and dreaming of getting for as long as she can remember.

Sterling is also an Earth Pony, at four and a quarter years old. His coat is a silvery-grey, and his mane is black. His flank bears the cutie mark of three gold bars stacked in a pyramid. This came as no shock to anypony, since Sterling's family owns a local jewelry. His family knows more about gems and precious metals than anypony in Ponyville, and some speculated that they were the best in all of Equestria.

A dare, made by an upstart Unicorn, has brought the two fillies into the forest. The exact wording of the bet floats around in Honeyshine's mind as if they had just been spoken. _"Go into the forest for three hours, and then come back out. If you're still alive, you win. If you're dead, I win."_ The stinging insults that had followed Honeyshine's refusal also were fresh in her mind, each word like a sting from a bee or a lash of a whip. Chicken, they called her. Wimp, sissy, and baby were also thrown out there in the chorus of trash talk that had bombarded Honeyshine after she had vehemently refused the unicorn's challenge. If it had not been for Sterling, she would have probably just curled up in a ball on the ground right then and there and cried her eyes out.

"_Everypony just calm down!"_ Sterling had said as he had stepped between Honeyshine and those insulting her. _"You going to be a wimp like her, lead-brain?"_ The unicorn had challenged. Sterling had looked her right in the eye and stared her down. While not particularly big, Sterling could still be imposing when he wanted to, which was rarely. _"Why don't you just turn tail and head back home?"_ Sterling had said. _"Why don't the both of you do the bet?" _The unicorn had said, softer now than before.

And that was how they had gotten to where they were now, walking through the darkest forest known to Ponyville. "This place just isn't right," Honeyshine mutters. "What'dya mean?" Sterling inquires.

Honeyshine sighs. "I don't know, it's just that… well, being raised on a farm my whole life…" Her voice trails off. "The plants growing on their own isn't right to you," Sterling finishes. Honeyshine bows her head. "Yeah, I suppose," she says softly. "Well, I feel sort of the same way, except with the animals. They, you know, take care of themselves, without pony guidance. It just doesn't feel right." Sterling says as he nuzzles Honeyshine's neck.

They trot on for a few more minutes. "You think we're in far enough?" Honeyshine asks Sterling. He looks around at the foliage. "Yeah, I think so," he says.

There is a faint rustle in the undergrowth not twenty feet from the two fillies. They both turn and stare at the bush, which is still shaking. "You see that?" Honeyshine asks softly. "Yeah. I do." Sterling says. A bush opposite of them shakes as Sterling finishes speaking. Honeyshine gasps in fear and twists.

The mare-to-be squints into the forest. Nothing moves for what feels like an eternity.

Then she sees a figure, almost perfectly blended into the trees. It is tall, and definitely a pony. "It's just another pony," Honeyshine says with a sigh of relief. Sterling's haunches sag as the tension lifts away. Honeyshine stares at the pony in the woods. "What's your name?" she calls as innocently as she can.

The pony takes less than half a step forward, but it is enough. Honeyshine's eyes land upon the face of the pony. She screams and turns to run. She breaks into a gallop, leaving Sterling in the dust. "Honeyshine! Wait!" Sterling yells. He opens his mouth to say something else but his words fall upon deaf ears. Honeyshine is far out of earshot, running blindly into the forest out of fear.

She pauses, gasping and panting. Her tongue hangs out of her mouth as sweat beads on her brow. She looks around her in fear, her equine heart beating rapidly in her chest. "Celestia help me," she mutters between gasps. Her black eyes rapidly dilate and return to normal.

The bush in front of her rustles. Honeyshine screams and backs up, barely catching a glimpse of a white flank with a cutie mark that looks roughly like a circle with lines running through it.

Tendrils of shadow reach out from the forest and wrap themselves around Honeyshine's forelegs. She screams and thrashes. "Sterling! Sterling! Help me!" she screams. There is no reply.

"Sterling is not here anymore," a voice says from what seems like everywhere, "And soon, you shall not be as well." New fear fuels Honeyshine as she thrashes around. "Sterling!" she screams. "Sterling is not coming back," the voice says. The voice is flat, and seems to lack gender.

The tendrils drag Honeyshine into the darkness of the forest. More of the tendrils wrap around the filly's body. They begin to pull in every direction. Honeyshine felt an unusual pain in her body. This pain was not entirely physical: It almost felt like her very soul was being ripped from her body as her limbs were rent in every direction. Honeyshine looks up and sees a blank white pony face. The last thought of the young filly is that she will never get her cutie mark.


	2. A Picnic

Present Day Ponyville

Fluttershy gently nibbled her apple pie. She felt no desire to eat as she swallowed the small morsel of food in her mouth. All around her sat her friends, Twilight Sparkle, Rarity, Applejack, Pinkie Pie, and Rainbow Dash, all of them eating the pie that Applejack had made them with eager intensity. "This is the best pie yet, Applejack!" Dash exclaimed. Applejack blushed slightly. "Aw, it was nothin',"she replied, her Appleloosan accent still as thick as ever.

Pinkie Pie looked up from her plate. Bits of pie had been smeared on the dish. The pony's face was covered in sugary debris ranging from chunks of apples to the filling that coated the entire left side of her face. "She's right Applejack! This pie is absolutely positively delightfully amazing!" the excited pink pony exclaimed.

"I have to hand it to you, Applejack. This pie is exquisite," Rarity said as she took tiny bites of her slice. Twilight nodded in agreement. The ponies were having a picnic in the fields outside Ponyville. Birds chirped in the air as a light breeze picked up. Fluttershy blew strands of her pink mane out of her face as she nibbled the pie.

"Is there something wrong with the pie, Fluttershy?" Applejack asked. "Hey, that rhymed! Maybe you're a poet, and you didn't know it! Oh, I just rhymed!" Pinkie exclaimed, giggling. "Pinkie, do you mind?" Applejack asked, glaring at Pinkie. Pinkie just shrugged and lowered her head to eat the rest of her pie slice.

"Oh, no, it's delicious," Fluttershy said quietly. "Then why aren't you eating? You usually love Applejack's pies," Twilight asked. "Um, well, you see, I'm just not very hungry, that's all," Fluttershy said. "Fluttershy, do you know have any idea how terrible of a liar you are?" Dash remarked as she wiped her mouth with a foreleg. She stood and stretched, extending her feathered wings. "Um, not really, Rainbow Dash," Fluttershy answered. Dash looked at Fluttershy. "That was sarcasm, Fluttershy," Dash sighed.

"Come on, Fluttershy. You can tell us what's bothering you. We're your friends," Rarity said. Fluttershy lowered her head and closed her eyes. Dash walked over and wrapped a wing around her friend. "You can tell us," Dash said, "We won't laugh or anything like that."

Fluttershy thought for a full minute before saying softly, "It's the birds."

Everyone looked at her quizzically. "Uh, the birds? That's what's bothering you, Fluttershy?" Applejack asked. Fluttershy nodded. "W-Well, what about the birds are bothering you?" Twilight inquired. "They're leaving," Fluttershy replied, still in a soft voice. "They're leaving?" Pinkie said as she poked her head up. "That's what I said, Pinkie Pie," Fluttershy said, a bit annoyed at her friends reactions.

"What do you mean, they're leaving?" Twilight asked. Fluttershy cleared her throat. "Well, I was talking to some birds in my garden, and I noticed that there weren't nearly as many birds singing as usual. So I decided to look around and see if they were just sleeping, to calm my nerves. But when I looked, they were all gone, without a trace. When I went back to my house, most of the birds in my front yard had flow away, too. I asked one of those that had stayed where they were all going. All it said was, 'Away.' I asked it what it was running away from. It replied, 'the shadows'."

Everypony sat in silence. After Fluttershy had concluded her story, the day had suddenly taken a turn for the worse. The birds had stopped singing. The previously warm breeze suddenly grew chilly. Dash looked at the shadow of a tree and backed away slowly. Several minutes passed in silence. Nothing was said.

Pinkie Pie's voice cut through the silence like a knife. "Is there any more pie, Applejack?" She asked. Fluttershy winced, her friend's voice uncomfortably loud compared to the previous silence. After a moment, everypony began to laugh. "Really, Pinkie Pie, are sweets all you can think of?" Rarity said between giggles. Pinkie Pie nodded. "And proud of it!" Pinkie replied. "Here ya go darlin'. There's one slice left, and it's got 'Pinkie Pie' written all over it." Applejack said with a laugh as she slid the plate over to Pinkie. Pinkie squealed in delight and stuck her face right into the slice of pie.

Twilight looked over and noticed that Fluttershy hadn't been laughing. The mare still bore the same worried expression as before, only now it appeared more pronounced. Instead of feeling relieved about getting what was bothering her off of her chest, Fluttershy seemed to be even more troubled than before.

"Well, this was fun," Dash said, "But I think it's high time I flew back home and took a nice long nap." "Oh, that sounds delightful," Rarity said in agreement. "Later, everypony!" Dash said as she took off. Napkins flew about as the wave of air from Dash's takeoff blew over them. "I think I'll head home too. I promised Applebloom that I'd take her to the lake and see if she can get her cutie mark in fishin'," Applejack said. All the ponies looked at her. Applejack shrugged and said, "Her idea, not mine."

"Well, have fun. I am going to go home and take a nap in my nice warm bed," Rarity said as she walked away. "What about you, Pinkie? Are you going home too?" Twilight asked. Pinkie didn't reply. "Pinkie?" Twilight prodded. She nudged the pony. Pinkie uttered a loud snore and rolled over. Applejack, Fluttershy, and Twilight all laughed.

Using her unicorn magic, Twilight folded the blanket they had been sitting on and placed it in the picnic basket. "Oh, I can get that, twilight," Applejack said as she put the plates into the basket. "It's the least I can do, since you made the food," Twilight replied as she magically put the napkins into the basket on top of the plates. With everything packed, Applejack picked up the basket with her mouth and started walking away. "Bye Twilight!" Applejack said, her words slurred by the basket. Twilight giggled. "See you around, Applejack!" the unicorn said. She turned to Fluttershy.

"Hey, Fluttershy," Twilight said. "Yes, Twilight?" Fluttershy replied softly. "Why don't you come over to my place? I'm sure I have a book on mysterious bird disappearances in my library," Twilight said as she laid a hoof on Fluttershy's shoulders. Fluttershy's ears perked up and a new light entered her eyes. "You really think so?' She asked, before covering her mouth with e foreleg, "I mean, you know, whatever you want to do is fine." Twilight laughed. "You're my friend, Fluttershy. I want to help you," Twilight said. Fluttershy smiled a little.


	3. Dreams and Nightmares

"I've got to have something in here somewhere!" Twilight said as her and Fluttershy neared their third hour of looking through her extensive library. "Are you sure that you have a book on mysterious bird migrations?" Fluttershy inquired. "Well, maybe not that exactly, but I am almost positive that I have a book on something similar to that," Twilight replied.

"Spike, any luck on your end?" twilight asked. Spike the dragon stuck his small purple head over the balcony. "Nothing, Twilight. Can I just say, that whenever we re-arrange your library, I have never once seen a book on anything relating to 'mysterious bird migrations'," Spike said as he nibbled a sapphire.

"There's got to be something, I just know it!" Twilight muttered under her breath as she shelved a book. She moved a book to the side. "Fluttershy, find anything?" "No, Twilight," Fluttershy responded as she flew up and gave a book to Spike for re-shelving.

Twilight descended her ladder and flopped onto the floor. Her head rested against the cool wood as her aching hooves seemed to stop working. Fluttershy sighed and sat down next to her friend. "You know, maybe this is the first time ever that this has happened," Fluttershy said. "That would explain why I don't have a book on it," Twilight grumbled.

"Hey, guys. It may not be exactly what you're looking for, but check this book out," Spike called as he tossed down a rather large tome. It landed with a massive _boom_, which caused Fluttershy to squeal and jump. Twilight blew some dust off of the cover. "Mysterious Animal Behaviors in Nature! Fluttershy! This is what we're looking for!" Twilight said with glee. "Yay!" Fluttershy said softly.

Twilight flipped open the book to the table of contents. "Magical salamanders, no. Raining frogs, no. Bunnies growing from trees. Weird, but not what we're looking for," Twilight muttered as she skimmed the page. "Find anything, Twilight? Oh, I hope this book has what we're looking for," Fluttershy said. "Lizards, bunnies, snakes," Twilight read aloud. Fluttershy jumped back a little at the last animal Twilight read off. "Zebras, Mules, fish. Wow, this book is extremely disorganized," Twilight remarked, her OCD kicking in.

"Aha! Mysterious bird behaviors!" Twilight read. Fluttershy hurried over to her friend's side. "Well, what does it say, Twilight?" Fluttershy asked. "Hold on, I'm reading," Twilight responded. She skimmed over the pages. "Dang it! There's nothing in here about mysterious bird migrations, except for a few footnotes on storms created by weather ponies, and there's nothing like that going on in Ponyville for weeks," Twilight huffed. "Are you sure there's nothing, Twilight?" Fluttershy asked. Twilight nodded. "I'm sure, but here. You take the book." Twilight handed the book over to Fluttershy. "Maybe you'll find what you need better than I can."

"Oh, thank you so much Twilight. I will take good care of this," Fluttershy said as she picked up the book. She leafed through a couple of pages. "Just drop it off when you're done with it," Twilight said as she watched Fluttershy fly out the door. "Bye, Twilight! And thanks again for letting me borrow the book," Fluttershy called. 'Bye Fluttershy! You're welcome!" Twilight replied.

Night had begun to fall as Fluttershy walked to her house at the edge of Everfree forest. The trees cast long shadows over the house as Fluttershy opened the door and sat the book down on a nearby table. Fluttershy let the bag she had been carrying around all day fall from her haunch to the floor, where she then picked it up with her teeth. She carried the bag over to a hook on the wall and hung it up.

Angel, Fluttershy's pet bunny who acted more like a roommate than a pet, hopped down the stairs and ran up to Fluttershy. "Oh, hello there Angel. What are you doing out of bed at this hour? You usually are fast asleep by now," Fluttershy said as she stroked the rabbit's head. Angel's soft white fur felt familiar to Fluttershy, and it helped relieve the fears that she had about the woods at night.

Fluttershy yawned. "Well, I think I will go to bed. Goodnight, Angel!" Fluttershy said as she walked up the stairs to her bedroom. Angel hopped along behind. Fluttershy rolled her shoulders and crawled into her bed. She pulled the blanket up to her chin and rested her head on the pillow. Sleep came surprisingly fast.

Fluttershy dreamed. She dreamt that she was in Everfree forest at twilight. The sky was painted a beautiful orange, a color that reflected with brilliant intensity off of the stream that ran next to Fluttershy. Fluttershy felt a sense of peace here.

She looked to her left. Rainbow Dash and Twilight both stood there. Well, Twilight stood there, poking a flower with her hoof. Rainbow Dash was flying upside down, doing odd tricks. "Uh, Rainbow dash? Why are you flying upside down?" Fluttershy asked. The pegasus ignored Fluttershy and continued doing loops in the air.

"Twilight, do you know why she is flying upside down?" Fluttershy asked. Twilight ignored her as well. To her, prodding the small yellow flower that was growing out of the ground was more important than answering her friend's question.

"How very odd," Fluttershy muttered as she kicked a rock into the shallow stream with a splash. Several interesting looking fish scattered and hid under rocks as the stone sank into the water. "Oh my goodness, I am so sorry, fish!" Fluttershy exclaimed, "Please come back out. I promise not to scare you again."

The fish did not re-appear. Fluttershy sighed and turned back to her friends.

The scenery changed. The sky was not pitch-black. No stars, no moon, no clouds, just an inky darkness. The trees had also changed. They were now black as well, from end to end. Black roots occasionally poked out from underneath the now-black ground. Black leaves fell from black branches and blended in with the black earth.

"What is this place?" Fluttershy asked, her heart rate increasing, "This doesn't look like Everfree forest."

"This is your new home, Fluttershy," the voice of Rainbow Dash called out. "R-Rainbow Dash? I-Is that you?" Fluttershy replied. There was no reply. A thick fog had begun to seep out of the ground, a grey sheet that rose to Fluttershy's chin and blocked all view of the ground.

"We all belong here," the voice of Twilight called. "Twilight! Are you there?" Fluttershy nearly screamed. The sound of her heart racing nearly blocked out the sound of Twilight's reply. "We are all here, Fluttershy," Twilight's voice replied.

From the mist emerged two ponies: one Rainbow Dash, who was flying a bit off the ground, and the other was Twilight. The colors on their manes and bodies had been muted considerably, to the point where they were almost completely grey.

"What happened to you guys?" Fluttershy asked, bowing her head slightly in fear. "We are alright, Fluttershy," the ponies replied in unison, "And soon, you shall be as well." They began circling Fluttershy. Fluttershy noticed that their cutie marks had changed: they now both bore a circle with an X drown though it on their flanks. Their eyes had changed as well: they were simply black voids.

As Fluttershy watched, black tentacles began emerging from the eyes of her friends. "Oh my goodness!" Fluttershy gasped, her breathing increasing rapidly. The tentacles began extending from the empty eye-voids and reached towards Fluttershy. One of them dragged itself across her snout. Fluttershy squeaked in fear.

"Join us," Dash and Twilight said in unison, their voices blending with another, sexless voice. "Join," the three voices repeated.

Fluttershy awoke in a cold sweat. She screamed and thrashed in her bed, throwing the blanket off herself. As she squirmed, she managed to roll off of her bed and land on the wooden floor, hard. She laid there for several minutes, not moving, feeling an unusual and completely foreign chill sweep over her body.

When she did rise, Fluttershy noticed that it was morning outside. Several birds were chirping in the distance, but Fluttershy couldn't notice them. For now that the chill had passed, another feeling overcame the mare. She held a foreleg to her mouth and ran to the bushes outside her house. There, she vomited.


	4. To The River

For what felt like the longest of times Fluttershy lay curled next to the bush. Her mouth tasted horribly of vomit, and her stomach was rolling and twisting inside of her. Her eyes were tightly clenched shut. Shuddering, Fluttershy managed to drag herself to her feet and walk back into her little house. Angel stood there, as expected, showing a small amount of concern about Fluttershy, but appeared to be more concerned with why breakfast was not served.

Angel thumped his foot on the ground impatiently, nodding at an open recipe book on the kitchen table. Fluttershy tried to speak, but her voice caught in her throat. She gagged when she tasted small bits of leftover vomit still stuck in her mouth. Part of her wished that she had some water to down the foul taste with, but the other part of her knew that eating or drinking could further upset her stomach.

"N-not now, Angel. Mommy's not feeling so well," Fluttershy stammered. She walked over and sat down on a chair. She placed her face in her hooves and tried not to cry. The nightmare had been so horridly vivid, so utterly realistic, yet at the same time so unrealistic, it seemed.

Angel glared at Fluttershy and tossed the book into her lap. Fluttershy lifted her head and glared darkly at Angel. Walking over to the kitchen, Fluttershy grabbed a carrot and threw it at Angel. Angel caught it and looked at Fluttershy with a look of frustration. He set the carrot on the table, refusing to look at it. He pointed at the cookbook.

Fluttershy walked over and glared at Angel. "Eat. Your. Carrot." she hissed, giving him her infamous Stare. Angel was taken aback. Much to his chagrin, he sat down and nibbled the tip of the carrot as Fluttershy trotted back over to her chair. She sat and stared at the floor for a while, the nightmare re-playing itself over and over in her head, like a film on repeat.

Finally, a small amount of strength returned to Fluttershy. She pulled herself off the chair and walked into the kitchen. She swirled water around in her mouth a few times, cleansing her pallet of leftover vomit, and then she drank. The water felt good in her stomach, calming it.

Determined not to let one bad dream chew up any more of her day, Fluttershy decided to take a visit to the local beavers, down at the river. She walked out her door, Angel shooting her a nasty look as she went, and walked along the edge of the Everfree forest. The river was not far ahead, but it would take Fluttershy around ten minutes to walk there.

Despite being a pegasus, a breed of pony that usually felt comfortable in the skies, Fluttershy found herself at her most comfortable around nature, with animals being the center of her love of nature. Since getting her cutie mark and discovering that she had a special connection with animals, Fluttershy had taken it upon herself to be a helping hand to the local wildlife. She helped frogs re-locate to different swamps; safely teach ducklings to fly, and a large assortment of other menial tasks that would serve to help the animals.

The tall trees of the Everfree forest loomed high above Fluttershy. Their dark leaves and needles almost acted as a natural barricade, as if the branches were barring entrance to the forest. If Fluttershy had her way, she would never go into the forest alone and very hesitantly with her friends, and only to visit Zecora.

To Fluttershy, part of her problem with the Everfree forest wasn't just the terrifying nature of the place, but the sense of anarchy inside. The weather didn't require Weather Ponies. Instead, it moved all by itself. Animals took care of themselves, and plants grew on their own. Fluttershy had been tending to animals for most of her life; the concept of animals not needing her help frightened her a bit on the inside.

She arrived at the river. Ahead was the beaver dam, which Fluttershy routinely checked for leaks and holes. Mating season was ahead, and Fluttershy would never forgive herself if little baby beavers drowned due to a hole in the dam that she had missed. She poked around for a little bit, testing the branches and occasionally pushing an errant twig back into place. Satisfied with her work, Fluttershy decided that she would check on the beavers themselves.

As she poked her head inside the little twig dam, her heart did little jumps inside her chest. The female beaver was curled up in a corner, breathing softly. Fluttershy loved how cute animals looked when they slept.

Downriver there was a splash. Fluttershy turned and saw fish leaping out of the water, snapping at flies that had been hovering over the water. A Parasprite lazily drifted over the water and was instantly eaten by a hungry salmon. This did not disturb Fluttershy, as she knew that sometimes there was a natural order. Besides, Parasprites had almost caused the destruction of Ponyville, once. If it hadn't been for Pinkie Pie and her tuba, the town would have been destroyed by the ravenous bugs.

Fluttershy noticed that a fish had leapt out of the water and landed on the ground. The poor thing was flopping and gasping for water. "Oh you poor dear," Fluttershy said. She hurriedly walked over to the fish. "Here we go, let me help you get back to where you belong," she said, talking to the fish. She prodded the fish with her forehoof and nudged it back into the water. The fish disappeared into the depths of the river.

Fluttershy now noticed just how deep this part of the river was. It seemed to go down for quite a ways, though that could have just been Fluttershy's imagination. The river was fast moving, with many rocks jaggedly protruding from the shallower parts of the river. Fluttershy tipped her head back and smiled, feeling the terrible nightmare from the night before slip away.

Fluttershy looked down into the water. She saw her reflection, strangely undisturbed by the flow of the water. She bent down, and the reflection moved with her. She lifted her head up, and the mirror-image Fluttershy did the same. Fluttershy started clapping.

The reflection did not move. The corners of its mouth began to spread in a grotesque smile.

Fluttershy gasped and slashed a hoof through the water. The reflection disappeared, and then reformed. Only now it lacked Fluttershy's eyes, sporting instead inky-black holes. From these holes came black tentacles, identical to those from Twilight and Dash in Fluttershy's nightmare the night before.

Fluttershy turned and ran. She had gone no further than four steps when the tentacles shot out of the water and wrapped themselves around her rear legs. Fluttershy screamed as she was dragged into the water by the strange-feeling tentacles.

Her scream abruptly ended as her head was pulled under the frigid waters. The tentacles let go; now letting the current carry Fluttershy. In her panic, she extended her wings to attempt to slow down. Her wings slammed into rocks with agonizing _cracks_. Fluttershy screamed, letting out the last of the air in her lungs. As she folded up her broken wings, she thought of Angel, and all her friends.

Fluttershy's body was carried through the river by the current. She was barely conscious when her head slammed against a rock and her vision snapped to black.


	5. Friendly Concern

In the darkness of unconsciousness Fluttershy dreamed. Her mind flashed with images of darkness and black tentacles and rushing water circles that had been X'd out. She dreamt of sudden, blinding pain, and of rocks, and of fish. She saw images of trees that were not trees but rather limbs of something impossibly tall, limbs that shrunk as she watched.

She awoke.

Fluttershy's head ached tremendously. Her vision was speckled with red and black as she stared up at the white ceiling. Her mouth was extremely dry, but she could not find the strength in her arms to reach up and grab the glass of water at her bedside.

The lights on the ceiling were agonizingly bright as well. They were floating balls of magic, producing harsh rays of light that made Fluttershy's eyes tear up. She weakly raised an arm to shield her eyes, but ran out of energy and let her foreleg fall onto her face.

"Ah, good. You are awake," a friendly voice said. Fluttershy turned her head to look. A stallion stood in the doorway, an earth-pony with a clipboard and pen. His cutie-mark appeared to be a red cross overlaid by a stick with snakes wrapped around it.

Fluttershy opened her mouth to speak, but remembered how thirsty she was, and only managed a small squeak. The doctor smiled. "A bit thirsty, are we?" he asked. Fluttershy smiled and nodded. The doctor walked over and helped Fluttershy drink. She downed the entire glass in a matter of seconds. She sighed, feeling relief in her throat.

"Better?" the doctor asked. "Why yes, thank you," Fluttershy said after clearing her throat. "You took quite a beating, Miss Fluttershy. You have a severe concussion, and you seem to have dislocated your left wing, as well as fractured your right," the doctor said, "You're lucky your friend was flying nearby and heard you scream, otherwise you might have drowned."

"M-my friend? Rainbow Dash?" Fluttershy asked. "Yes. Rainbow Dash heard you screaming and arrived just in time to grab your unconscious body out of the river. She and all your other friends are waiting out in the lobby," the doctor replied, "Would you like for me to send them in?'

"Oh, yes please," Fluttershy said. She tried to adjust her wings, but felt a strange numbness. She called for a nurse pony. "How can I help?' the nurse asked. "Why can't I move my wings?" Fluttershy asked. "Before we could have a healing unicorn come in and heal your wings, we had to numb the area first. Don't worry, in a couple of hours your wings should be back to normal," the nurse said, noting Fluttershy's startled expression.

Her friends entered the room; first Rainbow Dash, then Twilight, Pinkie Pie, Rarity, and finally Applejack. They all bore looks of concern that softened when they saw Fluttershy smiling softly in her bed.

"Hey, Fluttershy. You feeling better?" Twilight asked. "Oh yes. Just a little dizzy from the concussion, but other than that I'm fine," Fluttershy replied. Rainbow Dash walked over and grabbed Fluttershy's foreleg. "Don't scare me like that. I honestly thought you were… well, you know," she said. Fluttershy hugged her friend. "Oh! I know what I'm gonna do!" Pinkie said, "I'm going to throw you a get-better party! There'll be confetti, and balloons, and cake! Lots of cake! Do you like vanilla or chocolate? Wait, why don't I make both?"

"Oh, no. Pinkie's rambling again," Twilight muttered as Pinkie ranted on about confetti sizes. "It was really nice of you to visit me," Fluttershy said softly, her throat feeling strangely dry. She considered her next question for about a minute before asking, "When you pulled me out of the river, Rainbow Dash, was there anything unusual about the river? Anything… tentacally?"

"Besides you almost drowning? No, nothing particularly unusual. What do you mean, 'tentacally'?" Dash asked. "Oh, nothing. Must have just hit my head a little harder than I thought and started seeing things," Fluttershy said. Her mind raced. She had been so sure that there had been something in the water, something with tentacles that had dragged her into the water.

Concern flashed across Dash's face. "You sure you're okay, Fluttershy? Still, you know, all together in the head?" Fluttershy managed a weak laugh. "Yes, Rainbow Dash. I'm completely sane." But even as the words left her mouth, Fluttershy doubted their truth. She had honestly and truly believed that there had been something in the water that had dragged her under. The horrific memory of her reflection not moving as she did and then warping into a demonic visage of herself was still seared into her memory.

"So, the doctor had a unicorn heal your wing?" Twilight asked. Fluttershy nodded. "It's still a little numb, but the nurse told me that my wings will be good as new in a little bit," she said. "I need to learn healing magic," Twilight muttered, "But, I still need to focus on teleportation."

"How's that coming along for you, twilight?" Rarity asked. "Oh, it's coming along just fine. I've been working on teleporting little stuff, you know? Like moving a book across the room or something. Nothing too difficult," Twilight replied. "Fascinating. Is there any way you could teach me?" Rarity asked.

With Twilight and Rarity caught up in their conversation, Pinkie Pie still rambling about the preparations for Fluttershy's "Get Better Party", and that just left Rainbow Dash and Applejack for Fluttershy to talk to, but Applejack was already out the door. "Sorry that 'Ah got to leave, but there's been uh problem with the apple presser that Big Mac needs me to come and help him fix. Hope yah get better, Fluttershy!" Applejack said as she left.

Fluttershy waved goodbye. Her mind briefly imagined her foreleg as a black tentacle that was swishing and sawing as it moved. _No_, thought Fluttershy, _Can't think about that. I have to keep my mind off of that awful… whatever it was_. She turned and looked out the window. Off in the distance, she saw the edge of the Everfree forest, as foreboding and ominous as ever.

"Hey, Rainbow Dash. I was wondering," Fluttershy began. "What do you need, Fluttershy?" Dash replied, turning her gaze from the window to her friend. "W-Well, it's just that… well, before I had my, you know, accident, I was going to go out and take care of a cockatrice problem along the edges of the Everfree forest. But, now, with my concussion and all… D-do you think you could come with me to help, when I get out of here?" Fluttershy asked. "Sure thing! We'll show that cockatrice who's boss, eh, Fluttershy?" Dash said, happily. "yeah," Fluttershy replied, her mind still filled with tentacles and trees that were not trees but instead limbs.


	6. The Shadows Darken: Part the First

It had been a week since Fluttershy had awoken in the hospital. After three days she had been released, with advice to avoid strenuous work for a week or so. Rainbow Dash had escorted her home, her friend feeling responsible for Fluttershy's safety after the accident.

At first, Fluttershy's concussion had made her actions very limited. She spent most of her days reading or sleeping. She was barely able to walk into her kitchen to get a drink of water without getting a headache and feeling dizzy. She read what she could, and amused herself further by tending to her houseplants.

After a day or so, she was able to tend to her garden and her pets without difficulty. She could fly for short distances without feeling dizzy. Fluttershy's dreams had been calm, without a repetition of the nightmare. She had not seen any more tentacles, nor had her reflection acted as it had by the river. Fluttershy's life settled into normalcy again. She wondered how long that would last.

Ever since Rainbow Dash had confirmed Fluttershy's suspicions that there had been nothing in the river besides her and a few fish, the word _insanity _kept popping up in Fluttershy's mind. _What if I just hallucinated those tentacles? What if my imagination made me see that reflection? Luna help me, I might be crazy!_ These thoughts and others tended to keep Fluttershy awake at night, and during the day she often imagined that she would be locked up in a padded room, with silencing spells cast over her and the room.

_It must have been the nightmare. Yes, yes that's it. I had that horrible nightmare, and it made me imagine that I saw the tentacles and the reflection. I just fell into the river_, Fluttershy thought as she and Rainbow Dash flew over the Everfree forest. The time had come to track down the cockatrice that had been turning local deer into stone.

"So, we grab the cockatrice and then what?" Dash asked. "I'll try and convince it to turn the deer back to normal," Fluttershy replied. "And if that fails?" Dash prodded. "Then I'll have a little conversation with the cockatrice. I tend to be very persuasive with them," Fluttershy said, remembering the time she had stared down a cockatrice when it had been threatening Apple Bloom, Sweetie Bell, and Scootaloo.

Rainbow Dash laughed. "I remember. Scootaloo wouldn't stop talking about it for a week." Fluttershy managed a weak laugh and a smile. Scootaloo was like a little sister to Rainbow Dash, and the two often spent the weekends practicing flying for Scootaloo.

The dark trees of the forest soon obscured the forest floor below. The hoots of owls and shrieks of birds that were alien to Fluttershy sent a shiver down her spine. She looked at dash and gestured to dive below the canopy. Rainbow Dash nodded and descended alongside her friend. They broke through the canopy, a small twig scratching Fluttershy on her way down. If she noticed, she didn't show it. The instinctual terror of being in the Everfree forest, Fluttershy was focused. Her breathing was slightly ragged as her hooves touched down on the spongy earth.

Dash landed softly next to her. She crept up to Fluttershy and made not a sound. Fluttershy's eyes were wide as she took in the alien sounds and sights of the forest. Her breathing was growing slightly more and more ragged as she watched eyes appear and disappear in the darkness. Dash lifted herself above Fluttershy and shouted at the top of her lungs, "BOO!" Fluttershy screamed and twisted, falling to the dirt.

Dash collapsed laughing. "You should have seen your face!" she cried as she clutched her sides. Fluttershy glared at her and brushed some dirt off her wing. "That wasn't funny, Dash." She said softly. "Are you kidding me? That was hilarious!" Dash said, still laughing. Her sides slightly hurt from laughing so hard.

Fluttershy gave Dash the Stare. Her friend stopped laughing abruptly. "Come on. I think I saw some statues this way," Fluttershy said. She turned and trotted into the forest, Dash right behind her. They walked for about ten minutes when the found several statues. Deer and what looked like a fox had been frozen in place as statues of stone.

"Aw, these poor dears," Fluttershy said. She prodded the nose of a doe with her forehoof. The statue tilted slightly but refused to move, as expected. "Fluttershy, what did you expect to get out of poking a statue?" Dash asked. Fluttershy ignored her. Dash rolled her eyes.

They walked on, stepping on dirt so as to muffle their steps. They found more statues as they went; a frog here, a bird here. Fluttershy even had to avoid stepping on a petrified Parapsrite. Sadness filled Fluttershy. In her mind, cockatrices were evil beings that only wanted to cause pain. Despite her long-upheld beliefs about how all creatures were good, she was willing to make an exception for cockatrices.

Fluttershy heard a rooster crowing. She waved to Dash. "Get down! It's up ahead!" she hissed as she crouched. She peered over a bush and saw the chicken-snake cockatrice slither around in a clearing, hissing and spraying saliva. "So, same plan as earlier?" Dash asked. Fluttershy nodded, a little afraid. She had never seen a cockatrice this big.

"Um, excuse me?" Fluttershy said softly as she walked out of cover, shielding her eyes with a foreleg. The cockatrice slithered up to her and glared at her. It hissed and snarled as Fluttershy squeaked. Dash covered her eyes and began edging out of cover. "Listen, I need you to go back and revert all those poor animals that you turned to stone back to normal. Pretty please?" Fluttershy asked sweetly. The cockatrice snarled and hissed.

"Uh, Fluttershy? I don't think this is gonna work," Dash whispered. Fluttershy sighed. She lowered her foreleg, her eyes still clenched shut. "Listen I am going to give you one warning before you and I have a problem," she said to the cockatrice as she opened her eyes.

The cockatrice screeched in triumph and glared at Fluttershy It looked deeply into her eyes.

The cockatrice was taken aback. It looked into Fluttershy's eyes and saw something there, something ancient and evil, something that it had only seen once in its long life. It saw that this pony had been marked, and that the one who had marked her was the Shadow. It screeched and turned tail. It slithered away in the blink of an eye.

"Oh, great. Now we have to track it down again," Dash said, exasperated. "I wonder why it ran away like that," Fluttershy wondered. She felt a hoof grab her shoulder. "What do you need, Dash?" she asked.

"Uh, Fluttershy? I'm over here," Dash said from across the grove. "Well, then who is touching my-" Fluttershy began. Another hoof grabbed her leg. Another, her neck. Dozens of hooves sprouted from the ground and grabbed Fluttershy.

"Help!" she screamed at the top of her lungs. Her breathing was choked as a hoof grabbed her throat. There were dozens of them now, all grabbing and pulling at Fluttershy. She felt tears in her eyes as a hoof ripped out a handful of hair from her mane.

Dash watched in horror as her friend screamed and thrashed. "Get them off of me!" she screamed. "Get what off of you? There's nothing there, Fluttershy!" Dash cried. Fluttershy was screaming and writhing on the ground. "My mane! It's got my mane!" she wailed. Dash decided that standing around wasn't going to help anypony, so she sprinted up to Fluttershy. She grabbed Fluttershy by the shoulders and tried to shake her back to reality.

"There's nothing there, Fluttershy!" Dash screamed. Fluttershy ripped herself free, crying, "Nonononono!" Dash rushed over to her to hold her down. She got to within four steps of Fluttershy when her friend turned and bucked Dash in the jaw. Hard. Dahs hit the ground three feet away, dazed and confused. Her world was spinning and laced with darkness.

Fluttershy wailed and clutched at the hooves, which melted into tentacles right before her eyes. They wrapped around her throat, burrowed into her eyes, tugged at her mane. She felt pain the likes of which she had never felt before, as if her body was being ripped in every direction possible.

Suddenly, the tentacles melted into shadows that raced away. Fluttershy took a tentative look around, sweat rolling down her brow. She saw the dazed form of Dash lying in the dirt a few feet away, and she hit her knees. "I really am crazy," she said as she buried her face in her forehooves.

"I can make all your troubles go away, Fluttershy," a voice called from the darkness of the forest. "Just… come to me. You will find peace in me."


	7. the Shadows Darken: Part the Second

""I can make all your troubles go away, Fluttershy," a voice called from the darkness of the forest." Just… come to me. You will find peace in me." Fluttershy's eyes widened. The voice was sexless, lacking male or female attributes. There was an incredible charisma to the voice, and it seemed to soothe Fluttershy's worst fears.

Fluttershy felt the terror of the hallucinations ease away. It was replaced by a burning desire that filled her from her hooves to the tip of her tail. She _wanted_ to find the mysterious voice. She wanted it to end her fears, to show her peace. For a moment, she wondered if the voice as Discord, since both the voice and Discord had a way of talking that could twist and bend the will of the one who it was addressing, but Fluttershy dismissed the notion. Discord was still a statue, in the gardens at Canterlot, imprisoned by Fluttershy and her friends.

She took one step forward. "Yes, that's it. Come closer," the voice said. Fluttershy felt a smile rise to her lips. Yes, yes she would come closer. She would find solace in this voice. Her footsteps were muffled by the spongy forest floor as she left the clearing. Dash groaned and tried to get up, but only managed to fall back down again. Fluttershy paid her no mind; she merely walked on, eyes forward.

After five minutes of walking, Fluttershy noticed that there was a mist growing, rising higher and higher as she moved towards where the voice was guiding her. It started off as a light sheet of grey carpeting the ground, not even an inch thick. But as she got closer and closer, it grew, to the point where Fluttershy was walking through walls of fog as high as the trees.

Fluttershy stopped, facing a wall of grey fog that stretched fifty feet in the air. She noticed that she could see her breath as she stared blankly into the fog. "You have come," the voice said simply. Fluttershy did not reply. Black tentacles began creeping out from under the fog. "Many have come before you," the voice continued. The black tentacles extended and groped at Fluttershy. Her mind was clouded, however. She neither saw nor felt anything, save for the burning desire to be united with the voice.

"Fluttershy!" Dash's voice ripped Fluttershy back to reality. She shook her head, and saw the black tentacles that were almost wrapping themselves around her legs. "Dash!" Fluttershy screamed. She reared up and stomped down upon a tentacle with all her strength. The appendage melted into shadow as Fluttershy's hooves made contact.

"Don't fight," the voice crooned, "You'll only tire yourself. It would be so much easier if you just give in. Let yourself fall into my Void." Fluttershy felt the darkness in her mind try to take hold again. She clenched her eyes shut and muttered, "No."

The voice was silent. Never had this happened, in all its long life. "I will NOT go with you!" Fluttershy yelled, glaring daggers into the fog. "It was never optional," the voice hissed. Fluttershy picked up a stick in her mouth, and brandished it like a sword. "Put that away," the voice roared. It had lost all of the previous charm and charisma, and was now distorted, demonic roar.

Dash burst through the fog and saw Fluttershy holding a stick and waving it at a wall of fog. "Fluttershy! Are you alright?" Dash asked as she checked her friend for injuries. "Man, Fluttershy! You really got me good," Dash said as she rubbed her sore jaw. "I-I did?" Fluttershy asked, her eyes never leaving the fog in front of her. "Yeah. You were going all crazy and stuff, so I tried to hold you down, so you don't hurt yourself, you know? Anyway, when I tried to grab you, you bucked me real good. Took me a couple minutes to stand up after that!" Dash exclaimed.

"Dash, I need you to follow me," Fluttershy said, steely resolve in her voice. Dash was taken aback. 'Umm, alright. Is this about the cockatrice?" she asked. "No no no, I… I just need you to follow me. That's all," Fluttershy said. She walked into the fog in front of her, Dash right behind her. The world seemed to change behind the fog curtain. The shadows were darker, the colors not as bright, the sounds more muted. Trees seemed to go up taller than usual.

"Don't get lost," Fluttershy said. "You know, it's usually ME telling YOU not to get lost. Who are you and what have you done with Fluttershy?" Dash joked. Fluttershy smiled sweetly and kept walking. She noticed that the animals in this area of the forest, if there were any to begin with, were silent. There were no noised besides the faint crunch of wet leaves being squished underhoof and Fluttershy's thundering heartbeat, both of which were incredibly loud in Fluttershy's ears.

It made a mistake. For so long, it had believe itself to be all powerful, omnipotent even. For millennia it had stalked the dark woods, invading the recesses of the minds of the ponies that it chose, lured them into the forest, and took them. For centuries this had worked.

But it had not fed in decades, not since two foals had wandered into the forest of their own accord. They had been ripe for the picking. For as long as it could remember, it had stalked mostly the young, or even the elderly at times, for they were the easiest prey. Every hunter, every predator knew that.

This… This small pony had defied it; defied its sheer force of will. Oh how it had raged at seeing the yellow pony escape from its mental hold, and how it had nearly murdered the pony where she stood when she defied it of her own free will. How it looked forward to ripping the pony's insides out. It loved the idea of plunging its tentacles into her eyes, finding her brain, and squeezing.

But no, that would wait. For this pony was different: she was the bearer of the Element of Kindness. The inborn power of Friendship Magic was stronger in this one. It watched the yellow pony, accompanied by the blue pony; tread further into its domain. Yes, she would be broken. She would use this blue pony, this "Dash", against the yellow pony. And she would break.

But it was hungry. The long decades of stalking through the forest, searching for stray ponies, had left it weak. It needed food. If it was going to spare the blue and yellow ponies before it, it would have to leave the forest and stalk again. For the moment, it would have others, other creatures that dwelt in the darkness stalk the two ponies below. It would find food, and when its strength was returned in full, it would slaughter.


	8. Monster in the Trees

Fluttershy was wary of each and every tree that she passed. There were times that she expected to round a corner and see writhing tentacles reaching for her. She shivered, her mind filled with images of violent murder and dismemberment. Yet she was partially glad that she was having these thoughts, for it reinforced to her that her mind was her own. The dark presence that had possessed her earlier had gone.

That terrified Fluttershy more than anything else. She had always felt safe in her mind, her own little place to retreat to when things got out of hand. But this thing had slithered in without raising any alarms and taken control of her through methods unknown. It was magic that was unheard of to Fluttershy; she knew of mind control, but to actually manipulate the target's feelings as well as their body? It was magic far beyond anything she had seen.

Dash knew nothing, obviously. Fluttershy dared not tell her friend what was really going on, lest her friend dub her as insane and try to haul her back to Ponyville. Granted, all Fluttershy wanted was to go back home, to her little house, and bury herself in her bed. Hide there until the memories slowly faded into oblivion. But she would never let herself rest until she found out what exactly she was up against. In the very least, she could have Twilight report a description of the creature to Celestia, and it would help to have some more physical attributes to describe besides, "black tentacles."

Dash trotted up to be next to Fluttershy. "Fluttershy, are you alright?" she asked. "What do you mean?" Fluutershy asked, nonchalantly. "Well… you're acting a bit weird. You usually hate the Everfree forest, yet you're walking straight into the darkest parts of it. You randomly stated screaming and thrashing for no apparent reason back in the clearing. Call me crazy for thinking this, but it seems to me like you've gone a bit off the deep end," Dash replied.

Fluttershy considered this. _What if Dash is right? Am I insane? It makes sense, considering that I have been seeing things for a week. Even my friends are starting to think that I'm crazy_, Fluttershy thought. She felt a shiver of fear run down her spine. She feared that she was descending on a dark spiral that would eventually end with her being enchanted to where she could not move or speak while being imprisoned in the Canterlot dungeons.

Her thoughts were interrupted by the crunching of leaves. "Dash, stop!' she hissed as she crouched low to the ground. Damp, dead leaves brushed against her chin as she crouched motionless. She listened intently, every little sound in the forest causing her to jump. Her heart beat heavily in her chest. She started to notice a burning sensation in her chest that was growing steadily. Fluttershy realized that she had been holding her breath, and let it out slowly.

"What is it, Fluttershy?" Dash whispered, "Did you hear something?" Fluttershy nodded. "It sounded like something was walking. I heard leaves crunching." "What do you think it could be?" Dash asked. Images of black tentacles grabbing her and Dash filled Fluttershy's mind. "I don't know. It could be the cockatrice, but I don't know. We are in an uncharted parts of the Everfree forest, after all," she said.

The crunching began again. Fluttershy looked at Dash, eyes wide. Dash nodded, signifying that she had heard it as well. The two ponies crouched low to the ground. Fluttershy eyes the treeline, eyes scanning for movement.

For the briefest flash of a second, Fluttershy saw a pale figure dash through the trees ahead, moving faster than anypony she had ever seen. 'Dash, there's something ahead!" she shrieked. She scrambled backwards. She saw the pale flash of movement out of the corner of her eye and she screamed.

"What is it?" Fluttershy screamed as she frantically scanned the forest. "Like I would know!" Dash cried as she lifted herself ten feet in the air. She hovered there for several moments. Every now and then she would see the pale flash, and she would turn to face it only to have the flash disappear in an instant.

Fluttershy was terrified as she backed up against a tree. All of the strength and bravado that she had mustered up during her confrontation with the thing in the mist had vanished in the face of this unknown creature, if it was a creature. Fluttershy started to imagine ghosts launching themselves at her. She imagined her flailing hooves making no contact with them as they grabbed her and started pulling every direction. She winced as she imagined the sounds of her bones popping and joints creaking.

She turned to scan the forest again. She had no sooner than turned her head than the flash erupted again, out of the corner of her eye. Fluttershy turned back. Suddenly her world began to spin, the air forced from her lungs. She slammed against the ground hard. She gasped and felt massive pain in her ribs. Her head throbbed.

She looked up, her vision dazed and blurry. She saw multiples of each tree, and for a fraction of a second, she saw three snouts poking out from behind three trees. She screamed and backed up, seeing three separate flashes move from behind the tree. As her vision re-formed, she saw that it was not three creatures but one creature that had been tripled by her concussion.

The flash appeared again out of the corner of her eye and Fluttershy was slammed to the ground again, pinned this time. "Fluttershy!" Dash screamed as she dove at the pale thing on top of Fluttershy. Kicked the pale creature with a rear hoof, feeling a rib break. The creature darted off, faster than anything possible.

Dash reached out to help Fluttershy up. In the very next second, she felt searing agony race down her shoulder. "Agh!' she cried as she dropped to her knees. "Dash! What happened?" exclaimed Fluttershy as she walked over to her friend on wobbly knees. Dash was clutching her shoulder. Fluttershy saw blood leaking down from underneath her friend's hoof.

"I-I don't know. One minute I was helping you up, the next I-I feel this pain in my shoulder!" Dash said through gritted teeth. The creature darted across the tree line again. She heard the wind it generated by running rustle the leaves on the forest floor.

Fluttershy was pinned to the ground again. The creature had attacked from behind while she was still looking for it in front of her. She flailed and screamed as the creature's head descended towards her throat. Fluttershy screamed again and kicked as hard as she could, to no avail. The creature snarled. Droplets of saliva dripped all over Fluttershy's coat as the ravenous creature snapped at her. Fluttershy's forelegs were the only thing keeping the creature from ripping her throat out.

Dash slowly walked over, feeling a strange sensation in her shoulder where the pain was. Her vision was foggy and speckled with red. She coughed into her hoof, which came away bloody. She looked up and saw the pale creature snapping at Fluttershy, heard her friend screaming, and re-gained a bit of clarity. "Hang on, Fluttershy!" she coughed out as she rose into the air. She took in a deep breath and dove at the creature, slamming into it at the highest speed she could muster.

The creature wailed and roared as the force of Dash's impact sent it flying. It hit a tree and Dash satisfyingly heard bones snap under the force of the impact. The creature was still.

Dash took a wobbly step forward and collapsed into a heap. Fluttershy slowly pulled herself up and staggered towards her bleeding friend. "Here. Let me take a look at it," she said gently. She extended a hoof and pried Dash's hoof away from her injury. Dash grunted and gritted her teeth as the pain began again.

Fluttershy gasped as she saw the bite mark on her friend's shoulder. It was bleeding abnormally, with blood soaking Dash's coat near the wound. The bite looked to be infected already, most likely from the bacteria in the creature's mouth.

"W-We need to get you back to Ponyville. Can you fly?" Fluttershy asked. Dash nodded. "B-barely, but yeah. I can fly." She said as she winced. The bite hurt a lot, more than it should. Dash began to grow worried, fearing that she would have to lose the leg. She was not sure if this was the infection or her own mind talking.

Fluttershy looked at the fallen creature that lay in a heap at the base of a tree. She examined it. To her shock, this creature was not so much a monster as it was a pony. The emaciated form of a unicorn lay at the base of the tree, its coat completely gone and its skin pale. The skin seemed to be drawn tightly over the bones, giving it the appearance of a skeleton or a zombie. Its eyes were hollow, with a highly dilated pupil. Its teeth showed no signs of points, which meant that the bite wound was from bite force alone.

Fluttershy knelt by the pony. "What are you?" she whispered. She was not expecting a reply, and she got none. The creature simply lay there, not moving. Fluttershy turned back to Dash, who was hovering in the air.

"Let's get back to Ponyville so a doctor can stitch you up," Fluttershy said as she flew up to her friend. It was not an easy flight, as Dash nearly lost consciousness more than a few times. This worried Fluttershy immensely, since the wound did not appear that bad on the outside. It made her wonder what was going on inside of the wound in the form of infections.

"Hang in there, Dash." Fluttershy said as Twilight's library came into view, "We're almost there." They touched down at the hospital a few minutes later. "Help! We need a doctor!" Fluttershy screamed, feeling suddenly dizzy. A team of medical ponies sprinted out the doors to the hospital and levitated Fluttershy and Dash into their rooms. A unicorn pony approached and touched the tip of her glowing horn to Fluttershy's forehead, and she slipped into blackness.


	9. A Visitor in the Night

Fluttershy poured over the reply letter from Celestia. Nearly a week had passed since encountering the Thing in the Fog and the Creature in the Trees. Fluttershy had thought long and hard about what exactly to call the monsters she had encountered in the forest, but her creativity had left her.

As she had feared, her concussion had returned with a vengeance after being slammed into the ground by the Creature in the Woods. She had been released from the hospital after a three-day waiting period, but Dash had been forced to stay behind due to an unknown illness brought on by her bite. Fluttershy had been conscious during most of her stay in the hospital, and had so been able to greet her friends.

The questions asked had seemed never-ending. What were you doing there? What was it that bit Dash? Did you, you know, kill it? Will dash be okay? These and more were asked over and over by Twilight, Pinkie, AJ, and Rarity. Fluttershy had paid them very little mind. Her thoughts were focused on Dash, who had been lying comatose in the bed next to her.

Fluttershy felt utterly responsible for Dash's fate. After all, it was she who had invited Dash to come with her into the forest to hunt for the cockatrice. Fluttershy had read over Dash's medical report close to a dozen times: Fractured jaw (Fluttershy took responsibility for that), severe concussion, lacerations on the shoulder, and an unknown disease brought upon by the bacteria in the creature's mouth.

With nothing to do in the hospital, Fluttershy took it upon herself to write a report to Celestia detailing the events in the Everfree forest. _Dear Princess Celestia_, Fluttershy wrote with a shaking hand, _I know that it is usually Twilight that sends you these letters, but I felt that it would be necessary to tell you about what happened to my friend Rainbow Dash and I in the Everfree forest._

_ Well, it started off as a routine hunt for a cockatrice that had been turning other cute little forest creatures into stone, but, well, we found… something else. I-I don't know how to describe it, aside from that it was powerful enough to twist my body and my mind. It made me walk to it, and it made me WANT to walk to it. I couldn't get a good look at its body, but I did see that it has several long, black tentacles. _

_ I managed to break free from its mental and physical grasp, with the help of Dash snapping me back to reality I think. I-I-I couldn't just LEAVE, I mean, I couldn't just leave without knowing what we were up against. So, I told Dash that there was something that we had to look for up ahead._

_ While we were searching for the Thing in the Mist (the only name that I can use to describe the creature), something… something was hunting us. I heard it a few times in the form of leaves crunching underhoof, but I didn't really pay it any attention until it was literally trying to eat me. The thing managed to bite Dash, who is currently comatose in the Ponyville hospital, suffering from some unknown disease brought on by the creature's bite._

_ We managed to knock the monster out, and I got a good look at it. It… It almost looked like a pony, with no hair and skin that was drawn very tightly over its bones. It was almost like a walking skeleton, it was so thin. _

_ Anyway, I simply felt that it would be necessary to report these things to you, Princess. And please, if there is anything you can do to help Dahs recover, I would be immensely grateful if you would help. _

_ Your Loyal Subject, _

_ ~Fluttershy._

_Fluttershy_, Celestia had written back, _Thank you ever so much for reporting this to me. First off, let me say that following the __Slen__ Thing in the Fog was very, very foolish on your part. Even with your expertise with animals, that was far beyond your ability to handle. _

_ As for the creature that attacked you and Rainbow Dash, it is a very rare creature known as a Wendigo. A Wendigo is created when a pony, through one way or another, eats the flesh of another being (disgusting, I know). This violation of ponydom creates a ravenous monster that only exists to eat. I am very surprised that you and Rainbow Dash managed to escape with your lives._

_ Avoid the Everfree forest, or at least the parts of it that have not been mapped. It is for your own good._

_ ~Princess Celestia_

An overturned carriage lay in wreck outside of Appeloosa. Shards of wood had impaled themselves into the dirt as the carriage had flipped over and over. The driver had lost control while traveling at very high speeds. Night was falling, and where there should have been the musical chorus of crickets chirping, there was only silence around the fallen carriage. A tattered banner flapped in the wind, bearing the moniker: "Trixie, the Great and Powerful".

Its black tentacles writhed in the air as It walked through the wreckage and debris. It had been simple to cause this accident; It had simply blasted the driver with pure energy, reducing his brain to liquid. Even now, It passed over the dead driver, several shards of wood impaling his limp corpse to the ground.

Such a pity. It would have preferred to feed twice, and gain double the strength from this feeding, but no. Once would have to do. It walked silently, like Death, through the twisted remains until It saw it's prize. A brilliant blue mare lay in the dirt, her leg broken at an odd angle. She moaned and tried to work some sort of magic, perhaps to heal herself. But It would have none of that.

Her eyes widened as she saw It standing there, tentacles writhing. "N-No, please!' she stammered, "I-I have money! Is that what you want, money?" She grasped a bag of coins with her teeth and flung them at It. The bag hit the ground and ripped open at Its hooves, spilling shiny coins everywhere.

Its tentacles snapped forward in a flash, grabbing the mare on each limb. A tentacle wound itself around her mouth, muffling her screams. Without any remorse or hesitation, It pulled as hard as it could.

The ground was soaked a muddy-brown from the mare-Trixie. Her blood coated the tips of Its tentacles, and It felt alive. It felt more alive than it had ever been in the forest, surrounded by everything imaginable that had fangs or claws. Off in the distance, It saw the lights of a city. Without another word, it left the wreckage. No one would ask questions. The driver would have simply lost control, and Trixie would have been eaten by the beasts of the night. There would be no bodies to identify, anyway.

Fluttershy lay in her bed. The reply letter from Celestia sat in a locked drawer next to her bed. It was late, a little past midnight, but Fluttershy could not sleep. Dash was still in the hospital because of Fluttershy. Celestia was right: Fluttershy was a fool for chasing after the Thing in the Fog.

Her eyes drifted to sleep. Darkness took her.

In the farthest reaches of Fluttershy's mind, she noticed that something was amiss. She rubbed her eyes and yawned, trying to go back to sleep. Then she felt the pressure at the end of her bed.

She sat bolt upright. At the end of her bed sat a figure, taller than the Wendigo or anypony that Fluttershy knew. It was facing the wall on the other end of the room. Fluttershy squeaked in fright.

The creature's head darted to face Fluttershy. She saw small, sharp teeth as it smiled, and its hollow, black eyes peered endlessly into Fluttershy's terrified eyes. Fluttersy screamed, and the creature dove out of the window to the ground two stories below. Fluttershy, in a burst of motion took to the wing and flew out the window after it.

She followed it further into Ponyville, where it entered a random house. Fluttershy gasped and dove down to the house and rapped on the door with her hoof repeatedly. She already heard commotion inside. An Earth-pony mare answered the door. Before she could say anything, Fluttershy said, "Ma'am, I need to know if something just came through your house."

This question took the mare by surprise. "W-Well, our son Pipsqueak is claiming that he saw something, but I don't know if he is telling the truth." "May I ask him what he saw? Please, it's a matter of great importance," Fluttershy asked. The mare looked doubtful, but eventually allowed Fluttershy into her house.

"He is hiding in his room. First door on the left, upstairs," the mare said. 'Thank you very much," Fluttershy said as she walked upstairs. As she looked at the mare, she noticed a certain emptiness to her eyes.

"E-Excuse me? Pipsqueak?" Fluttershy said, poking her nose into the very small colt's room. He was sobbing in a corner, back facing Fluttershy. "Listen, my name is Fluttershy, and I just wanted to ask you a few questions, that's all," Fluttershy said soothingly.

'This is a-about t-the monster, i-isn't i-i-it?" Pipsqueak said between sobs. "Yes, yes it is," Fluttershy said gravely. Pipsqueak was silent, and then he pointed at the door. "he carved that before he left," Pipsqueak said. Fluttershy looked at the door and saw a circle with an X through the middle carved into the wooden doorframe as if by a claw.

"D-Did he say anything?" Fluttershy prodded as she walked closer to Pipsqueak. Pipsqueak shook his head. "Do you know what or who he was?' Fluttershy asked. Pipsqueak nodded. "Well, than, could you please tell me?" Fluttershy asked sweetly.

Pipsqueak turned to face Fluttershy, his eyes red and puffy from crying.

"He is the Rake."


	10. Luna's Encounter

Celestia stood out on the balcony in Canterlot castle. The heat of the late summer day had faded, leaving behind a pleasantly cool evening. The sun was setting, and Celestia loved to spend the last waking moments of the day watching the beautiful rust-colored sun color the landscape with an orange hue before she lowered the sun enough to where Luna could raise the moon. This had been their cycle for centuries, and since Luna had returned from being Nightmare Moon, the cycle had resumed again. Sighing, Celestia aimed her horn at the sun and lowered slowly, feeling the temperature of the air drop as she did.

Celestia heard hoofsteps behind her. Luna, her mane flowing in the faint breeze stood there, full of energy to watch the night with. "Rest, sister," Luna said as she stood by her sister's side, "I will watch the night." "I trust that you will," Celestia said as she wrapped a wing over her little sister. Luna pointed her horn at the sky opposite the sun and lifted slowly. The fading rays of light from the sun dwindled to mere specks of light as the moon rose higher and higher. Celestia looked at the sky. "A crescent moon tonight, sister?" she asked. Luna nodded. "It has been quite some time since the last crescent moon, Celestia. I felt it was time for a change," said Luna.

Celestia smiled weakly. Luna took note of this and asked, "Sister, you seem troubled. What is on your mind?" Celestia turned to walk into the castle. "You do not want to know, Luna," Celestia replied gravely. Luna trotted over and stepped in her sister's way. "Sister, if there is some danger to OUR subjects, I need to know!" Luna pleaded, adding as much emphasis on the word "our" as she could. Celestia placed a hoof on Luna's shoulder. "Luna, I will tell you, since there is nopony that I trust more than you," Celestia said with a sigh. She looked her sister in the eye. With a grave voice, Celestia said, "The Slenderpony has returned from its hiatus."

Luna's eyes widened as she took a step back. The shock and fear that came along with the words seeped through Luna's skin like acid. The words burned into her brain, triggering terrible flashbacks. Her synapses froze; she could not think. Luna staggered back and moved out of Celestia's way. Celestia looked at the horror on her sister's face with an insurmountable amount of pity. She walked silently into the castle to leave her sister with her terrible and painful thoughts.

Luna lay curled in a fetal position for several hours, shivering. Her shoulders shook as she sobbed, silent tears spilling onto the cobblestone floor. Luna shook her head violently as the memories returned, as vibrant as if the events had occurred only the day before.

Luna was young, an Alicorn equivalent of a filly. She looked at her newly-acquired moon Cutie Mark with pride, feeling a sense of power. She was the night. She was powerful, even in her youth. Everyone would grow to love her as much as they loved her big sister Celestia.

Luna walked through the barren fields that would one day be the location of Ponyville. The long grass tickled her underbelly as she giggled and jumped through the breeze, soaring for short distances on her small wings, relying on the breeze to give her elevation. Luna laughed as children laugh when they are having fun doing nothing really at all. Tonight, she would attempt to raise the moon again, as she had done two days previous.

Luna soared into the Everfree forest. She tucked her wings in and dove, winding between the trees and avoiding stones. The Everfree forest was something completely new to the ponies of Equestria; it had barely been explored at all. While other ponies felt scared at the thought of entering the massive forest, Luna delighted in taking excursions into the woods. Even the mighty Celestia had her doubts about the security of the forest, and had often warned Luna not to venture alone into the forest until more of it was understood and chartered.

Luna landed softly on the ground. The soft, moist earth felt nice under her hooves as she walked further into the forest. She giggled to herself as she squished her hooves in the mud. Her laughter was startlingly loud against the nearly silent backdrop of the forest. Luna took note of this. She stopped and stood still, listening.

Every other time that she had come to the forest, it had been bustling with noises and sounds. Frogs croaking, insects buzzing, and animals shuffling around in the underbrush were sounds that had been abundant in Luna's previous visits, yet all was silent now. Even the breeze had died down abruptly. Luna placed her hoof against a tree.

As her hoof touched the tree, Luna felt coldness. It was not the natural coldness of trees and plants, but the cold of dead flesh. Luna looked at the tree and realized that it was not a tree that she had placed her hoof against. She gasped and looked up in horror as the massive limb shrunk and became narrower. She saw other trees shrinking as well and turned to run.

Luna ran as fast as her small legs could carry her. She leapt over a fallen log, but her rear hoof caught against a broken branch, and she tripped. Luna gasped as her face slammed into the cold dirt, dirt filling her nose and mouth. She wiped off her face and rose shakily to her feet. The broken branch had cut her, and she was bleeding, but the cut was not serious.

A rock flew from nowhere at Luna, smashing into a nearby tree with force unlike any that Luna had ever seen. She shrieked and ran as she saw a massive figure stalking her, its outline just barely visible against the darkness of the trees. Luna screamed and took off, flapping her wings as fast as she could. She rose maybe ten feet off the ground and started flying as fast as she could.

She flew to the edge of the forest and flew into the sunlight. She ascended, flying well over fifty feet in the air. She felt the terror of the forest begin to leave has, even as the black tentacle wrapped itself around her rear leg.

Luna screamed as she was dragged forcibly down to around ten feet in the air. She struggled and thrashed, casting the few spells she knew. The tentacles dangled her, upside down, in front of the forest. Without warning, she was smashed into the ground with bone-cracking force. Luna screamed as she felt the bones in her left wing pop and crack as she hit the dirt. She was lifted up again and slammed into the dirt once more. Her head hit a rock this time, and Luna felt hot blood run down the side of her head.

Luna was dizzy as the tentacle threw her fifty feet away with enough force to create a groove in the dirt. Luna felt a bone in her leg crack, the pain in her body almost numbing. Blood ran down her face from multiple lacerations. Blood got into her right eye, and Luna wiped it away with her good hoof. She looked around, her vision shaky and ringed with white. In between flashes of black, Luna saw six or seven tentacles slither through the grass like snakes. Without warning, they darted forward and wrapped around Luna's limbs and torso with a vise-like grip.

Luna barely felt herself lifted up high, around fifteen feet in the air. A figure emerged from the Everfree forest, the black tentacles emerging from its back. The being was very similar to a pony, except that it lacked hair and, for that matter, a face. No mouth, no eyes, no ears, nothing; just a blank white template of a pony's face.

The creature lifted Luna close to its face, where Luna realized that her previous statement was partially wrong. The flesh where the creature's mouth should have been expanded to nearly encompass the creature's whole face. Luna saw many, many rows of razor sharp teeth and a bifurcated tongue as the head leaned in.

"Luna!" Celestia called as she hurled down from the sky. She hovered around a hundred feet in the air and shouted with as much power as she could, "Release my sister, monster, and prepare to face justice." The creature hissed and its mouth rolled back into its head. Luna felt the tentacles slacken and she fell to the ground.

Celestia watched Luna fall to the ground. She immediately felt worried as she saw Luna crumple, but sighed in relief when she saw her sister's chest rising and falling. She turned to see the creature staring at her. Celestia readied a spell.

Suddenly, a black tentacle wrapped around her horn, and another around her neck. The creature was looking her in the eye, its legs having stretched to an impossible length to be able to stare at her. Celestia felt the tentacle around her neck begin to tighten. The mouth that the creature had bared at Luna earlier had vanished, yet the creature spoke to Celestia mentally. In a voice that was utterly devoid of sex, the creature said, "I am far older than you are, meatsack. I know how you all work, how you cast your spells."

Celestia felt the tentacle begin to choker her harder. Using all her strength, Celestia cast as powerful a spell as she could. The creature released her and staggered backwards. Celestia fell around twenty feet before she righted herself and flew to Luna.

The creature had beaten her there, though. Using its tentacles, it grabbed Luna and dragged her to face it. Luna felt her eyes being forced open, and found that she was staring face to face with this creature. It made no attempt to eat her as it had before. Instead they simply stared at each other.

Luna looked into Its eyes, and It looked into Luna's. Luna felt her eyes widen and inside her head she saw terrible imaged of death and chaos and pain. The images felt like a brand being pressed to her brain, and she screamed.

It released Luna and watched her fall limp. It then turned and re-entered its home. It needed not to feed now, as it had done its job. The seeds of madness had been planted. It had decided that the small one would make for a much better madpony than her sister, since it would be extremely painful, emotionally, for the larger pony to deal with her sister. It preferred psychological torture over physical pain.

When Luna awoke in her bed at Canterlot after three days of steady nightmares. Celestia had been there to comfort her. "What was it?" Luna asked weakly. Celestia looked at her sister. "I have conversed with Ziz, Behemoth, and Leviathan. They all agree as to what it was, but all you need to know is that it is very old, very powerful, and that it is gone for now."

"Will we go hunting for it?" Luna asked. Celestia shook her head. "If it does not want to be found, we will not find it." said Celestia. She bowed her head and nuzzled her sister under her chin. "Now, rest," she said. Luna felt her eyelids grow heavy, and sleep overcame her.

Millennia later, a more mature Luna still lived in fear of the creature that Celestia had dubbed the Slenderpony. The images of the mouth about to devour her, of the tentacles slamming her into the ground, and of the creature stretching its limbs like rubber had been engraved into her mind.

Worst of all were the images the Slenderpony had deposited into her head. Images of death and fires and mutilation. It was like looking at pictures of Hell. Luna shivered, despite the temperature being quite warm.

Elsewhere, It stood over a carcass of a small colt. The Rake gnawed on a deer bone nearby.


	11. The Rake

The damp earth raced below his feet. His claws dug deeply into the dirt, gouging long claw marks the size of a small pony. Saliva flew from his open mouth as he ran with blinding speed across the landscape, his dagger-like teeth shining like metal in the late afternoon sun. He felt a slight nip in the air, a tell-tale sign that fall was approaching. But he did not mind, despite being completely hairless.

With heightened senses, the Rake identified his target: a small herd of deer being shepherded by three, no wait, four earth ponies and one pegasus. The Rake turned and dove behind a tree for cover. He slowed his breathing, his eyes never leaving the deer or the ponies. He was not sure which he would take, since he was ravenously hungry. He knew that the deer would be the easiest to catch, yet the ponies would be absolutely delicious. Ponies were a rare treat for the Rake, and each time he fed on one, he made sure to savor each crunch of the bone or each rip of the flesh.

The Rake cleared his throat, his mind made up. "Help!" he called out in a perfect mimicry of the foal named Pipsqueak. "Hello? Who said that?" one of the ponies called out, a faint tremor in her voice. "Help!" the Rake called, more desperation in his voice this time, "Please! My leg is hurt! Help!" That did it. "You guy's stay here, I'm going to go check this out," the Rake heard a female pony say. "Alright, but be careful," the male pegasus replied.

It was over for the mare fast. A single bite to the back of the neck and her head went rolling off into the trees. The Rake moved fast after that. With nearly blinding speed, he raced out from cover and leapt five, ten, fifteen feet in the air. He landed upon the back of the pegasus and slashed down the length of the pony's spine with his claws. Without skipping a beat, the Rake threw himself off the dead pony and twisted, essentially turning into a spinning blender. The other two ponies stood no chance.

The Rake finished his meal rather fast. The stripped bones of the ponies he scattered around the clearing and in the woods, and for good measure the Rake felled a deer. As the Rake gnawed on the severed leg of the deer, It appeared before the Rake.

It's empty face looked down on the bloodstained jaws of the Rake. The Rake's hollow, black eyes met Its empty face. The Rake noticed the broken body of a foal impaled on Its tentacles, which It dropped to the ground. For several moments, It simply looked at the corpse while the Rake gnawed on the deer leg.

Its mouth appeared, and the tentacles reached down and dragged the corpse towards the massive, gaping jaws. The Rake felt a small amount of fear run down his spine, knowing that It would just as easily kill him in the same way as it was eating the corpse now.

It devoured the entire body whole. Blood dripped down Its chin, which It wiped off with a tentacle. The mouth disappeared, leaving the face blank again. The Racked sucked out the bone marrow before asking, "Sir, what is our plan of action now?" It thought for a moment before replying mentally, as it always did, "You, Rake, shall wait for my instructions. I will move on to my next area of focus."

"Sir?" The Rake asked, confused. It turned away from the Rake and stared off into the distance. "I have several matters to attend to, but none of them are in nearby Appleloosa. My business takes me to Ponyville, where I will begin the next phase of my plan."

It teleported away. The Rake lay in the grass, contemplating what It had said. The Rake looked up and It was in front of him again. "Actually, I do have something for you to do," It said to the Rake. The Rake listened intently.

The mission had been a success. He had visited the small pony named Pipsqueak before, to learn the voice of an innocent child, but he had certainly felt delight at seeing the terror on the face of the yellow pony whose house he had infiltrated. Surely now she was speaking with Pipsqueak, who had relayed the Rake's message to the yellow pony. _It will be pleased with my work_, the Rake thought as it bounded across a hill.

The Rake was off to carry out the next set of It's instructions. The Rake bounded over the gate to Canterlot and landed without a sound. It was late at night, somewhere around midnight. The moonlight reflected brightly off of the Rake's pale skin, forcing him to keep to the shadows as much as possible. He waited in the darkness for the guard patrol nearby to pass. As he waited, the Rake absently picked dried blood off of his claws.

The guards moved on, and the Rake moved forward. He jumped onto a rooftop and ran as fast as he could towards the castle. Without pausing, he jumped from the rooftop through an open window in the castle, landing without a sound. He crouched on two legs, waiting to see if his intrusion had been noticed. It hadn't.

The Rake ran on two legs towards the barracks. He reached the locked wooden door, which he easily picked with his claws. The door silently opened, revealing dozens of sleeping Royal Guard, all belonging to Celestia. Luna's Royal Guards were on patrol now, in Canterlot.

He crouched on all fours and crept his way through the sleeping soldiers to where another door stood. This door was unlocked, and the Rake opened it silently. Nightshade, the unicorn that was now head of the Royal Guard, sat at his desk, writing something down with a quill and some ink. The Rake shut the door behind him.

Nightshade dipped the quill into the inkwell with magic and lowered it to the page when he noticed that his candle flame nearly blew out. He felt a very faint breeze and turned around. The Rake had drawn himself up to his full height, standing on two legs. "W-What?" Nightshade stammered. The Rake grinned, baring his sharp teeth. "I am the Rake," he said as his claws fell.

Nightshade's bisected body lay in a pool of blood on the cobblestone floor. The Rake turned to the door and followed the last set of instructions: he carved Its symbol into the wooden door. The circle and X stood our prominently against the dark wood, and the Rake felt pleased. Without making a sound, he crept out of the barracks and bounded away into the night.

Rainbow Dash's head felt groggy from the medicine. He shoulder ached and her joints felt like they were on fire. She opened her eyes slowly at first, then they flew open. A tall, dark pony stood in front of her bed. Rainbow Dash looked into Its eyes. It looked into her eyes.

And in that second, Rainbow Dash's will broke.


	12. The Cracks Begin To show

"A-Are you sure that this is all you have, Twilight?" Fluttershy asked as she looked around the extensive tree-library. "Yep. This is all I have on whatever it is you call "The Rake" Twilight Sparkle replied, "Historical documents, first-hand accounts contained in reports from centuries ago, and I even found one drawing of what the artist called, 'Rake'." Twilight levitated a small drawing over to Fluttershy, who looked at the artwork. There could be no doubt that the creature that Fluttershy had seen on her bed was represented here, in a small painting dating back three hundred years.

Fluttershy gulped. "D-D-Did you find a-anything else unusual, Twilight?" Fluttershy stammered. Twilight thought for a moment. "Ah, yes! Yes I did!" she exclaimed. Twilight grabbed a slip of paper in between her teeth and placed it in front of Fluttershy. Fluttershy looked at the hastily written note on the paper, which read as follows: "My child, my Featherwing…He is gone. Taken, from his bed. The only thing that we found was a scrap of black

clothing. It feels like cotton, but it is softer…thicker. Featherwing came into my bedroom yesterday, screaming at the top of his lungs that "The Shadow is outside!", I asked him what he was talking about, and he told me some nonsense fairy story about The Shadow. He said he went into the groves by our village and found one of my cows dead, hanging from a tree. I thought nothing of it at first…But now, he is gone. We must find Featherwing, and my family must leave before we are killed. I am sorry my son…I should have listened. May Celestia forgive me."

Fluttershy swallowed. She stared at the last note of a father that had most likely lost a child to whatever had been in the fog in the Everfree forest. "Umm, m-may I take this with me, Twilight?" she asked. "Of course you can, Fluttershy! Keep it as long as you like!" Twilight replied happily. She bounded off to the upper levels of her library.

Fluttershy stepped out into the bright sunlight after bidding Twilight goodbye. A bag with the note, as well as a magically transcribed copy of the painting of the Rake, hung loosely by Fluttershy's side. A butterfly floated lazily through the air, occasionally catching on a draft that propelled it upward. Derpy Hooves flew overhead, spilling mail and packages from her bag as she did. "Hello, Fluttershy!" the adorably special pony said as she lowered herself to Fluttershy's level.

"Hello, Derpy. Is my reply from Celestia here yet?" Fluttershy asked earnestly. Derpy shook her head. "Nope, sorry. I'd know for SURE if I had a letter from the Princess herself!" Without another word, Derpy turned back to the road and flew off. Fluttershy laughed to herself and watched the light-grey mare fly off. Fluttershy tightened the bag, drawing the cloth closer to her body.

Fluttershy floated to her cottage and nudged open the door. The cottage was brightly illuminated, just as Fluttershy had kept it since the intrusion. Angel lay curled on his bed on the floor, sighing contently in his sleep. "D'awww," Fluttershy whispered as she walked over and placed a small cloth blanket over Angel's sleeping frame. She then set the bag down on a table and sighed. The day was coming to an end, and Fluttershy felt her usual evening weariness coming on strong. She yawned and pulled herself into her bed, sleep taking her easily.

Rainbow Dash staggered around her house in Cloudsdayle, her head pounding. Her vision splintered and faded to grey, then to blotches of red and white. She gritted her teeth and twitched as an icy coldness seeped into her veins. Her heart raced fast, much faster than it should. She was sweating, and her body alternated between a fever and the chills.

Dash heard a knock at the door, and she shook her head. "O-O-One second," she called as she placed a foreleg against her forehead. Sure enough, she was burning up again. _I'll call in to the hospital tomorrow. It's-It's just something from the Wen… the Wen… Oh, whatever it was_, she thought as she regained her composure. She walked to the door and swung it open.

Dash screamed. It was not a pony that stood before her, but rather a skeleton of one. Its bones had been stripped of flesh and skin, leaving only brownish-white bones. The lower jaw hung limply, but it was the upper jaw that caught Dash's attention. There was not simply one upper jaw, but rather a dozen or so stacked on top of one another, all forming one grotesque mound of teeth. Dash screamed.

The mail-pony stared in shock as Rainbow Dash opened the door and flew into a fit. He reached out to grab her shoulder. "Ms. Dash?" he said as softly as he could. Rainbow Dash turned to him and bucked him as hard as she could in the mouth. In her mind she saw dozens upon dozens of teeth fly, heard the bones clack against each other, and she took off flying.

Fluttershy felt groggy, her eyes still weak and heavy. She closed them, and woke up what felt like minutes later. Bright sunlight shone down from the windows above, illuminating falling dust particles. A moth briefly fluttered into the cottage before flying happily out and along its way. Fluttershy sighed.

At the end of her bed, Fluttershy noticed something. It was small and pale, about the size of Rarity's cat. It was completely hairless and lacked any form of eyes. The flesh over its jaws had been seemingly stripped away, revealing glistening gums and yellowish teeth. Fluttershy noted that the teeth lacked the definitive tip that was associated with carnivores, but in her years of experience Fluttershy had learned to be wary of new creatures.

"H-H-Hi there," said Fluttershy as she stared at the creature. It paid her no mind, and actually seemed to not notice that she was there. It scratched at its chin with small paws much like a rat or a mouse would. Fluttershy felt the initial fear of this unknown creature ebb away as she watched how it moved, how similar to rodents it was. She reached out and touched the hairless thing on the head, saying, "My name's Fluttershy? Can you talk?"

The second that her hoof touched the top of the things head, it reacted. Its head snapped to face Fluttershy and it hissed in the most evil, demonic hiss Fluttershy had ever heard. As it hissed, she heard another hiss from the darkness of her house. And another. And another. The chorus of hisses began to fill Fluttershy with fear, and she screamed. She leapt out of bed and bounded down the stairs.

At the base of the stairs lie the lifeless bodies of Angel. Angel's skin had been mutilated, his white fur stained red with blood. The flesh on his face had been peeled off and the eyes removed, leaving only a bloody, empty skull that grinned horrifically at Fluttershy. Fluttershy's eyes widened as she wailed in grief. "Angel!' she screamed, feeling tears stream down her cheeks as she ran down the stairs to hold the limp corpse of her pet. "Angel!" she screamed again, her brain unable to find any other words to say.

Fluttershy heard the scratching of dozens of tiny paws on the wooden floors above, and she heard the hissing grow louder as the creatures that had killed Angel grew closer. Still sobbing, Fluttershy sprinted out the door of her cottage, taking flight towards Ponyville to seek comfort in her friends. Hot tears mixed with the cool wind of the night as Fluttershy collapsed in a heap outside of Ponyville and sobbed.

Spike slept soundly in Twilight's library. He had grown considerably in recent years, to the point where he was able to look Twilight in the eye without any difficulty. Twilight sighed as she magically lifted a book onto a shelf. Soon, Spike would descend into a century-long dragon sleep, and her closest friend would no longer be around. Granted, Twilight would be able to visit him in his slumber, but she would not be able to have her usual conversations with him, or tell him all about the new books she had gotten or anything like that. Twilight felt sadness creep into her heart as she thought of just how much she was going to miss her best friend in the coming years.

Twilight shuddered as she felt a cool breeze blow through her house. She turned and saw the door had blown open in the night, and that a cool breeze had picked up. She shivered as she walked over and closed the door. As she turned, her eyes lighted upon something that she had not noticed before. It was a book lying on her table where a book had not rested before. It was small, with a black cover and binding. It was a short book as well, containing no more than one-hundred pages. A small note sat tied to the cover, written in perfect hoofwriting. The note read, "Page Fifty. Read me."

Twilight shrugged and removed the twine tie on the cover and opened the book. She noticed that the pages were all blank, save for the page numbers in the top right-hand corner. She reached page forty-nine and noticed that there seemed to be a magical inscription on the next page, page fifty. Twilight turned the page and gasped. It was indeed a magical inscription, a spell used to capture an image forever in a snapshot.

It looked vaguely like a smiling dog, but its face was something else. It was something indescribably horrible, to the point where the image of its face was engraved into Twilight's mind. She screamed and thrashed, feeling a hot burning agony as the picture burned itself into her memory. She screamed, and fell to the floor.

It stood over the purple pony, watching the mare thrash on the ground. The inscription had worked just as predicted. Now all It had to do was wait, and this pony's will would snap like her friend's had.


	13. Predator and Prey

Fluttershy's shoulders shook as hot tears streamed down her face. She did not seem to notice the chilly night wind that bit into her flesh. She lifted her head back and sobbed, feeling a chilling numbness fill her limbs and enter her soul. A tree limb creaked and groaned in the wind above Fluttershy, but she paid it no mind.

It watched the yellow pony cry, feeling sadistic pleasure in her tears. She did not notice It, of course, since It blended in perfectly with the dark trees. She wiped her eyes with her foreleg and sat in silence on the cold ground. It watched with rapt patience, Its tentacles absently writhing.

Fluttershy stood on shaky legs, her eyes red and puffy from crying. She swallowed her sadness and started to walk into town. From the darkness of the forest behind her, Fluttershy heard the hiss of one of those terrible creatures from the cottage, and she squeaked in fear. Instantly, her mind summoned up images of Angel's skinned skull and of the evil little faces on those monsters. Fluttershy took off running, not stopping until she reached Twilight's house. It watched on from the shadows, delighted to have caused this little prey item more pain. The creatures were nowhere to be seen, but It had mastered the ability to mimic their hiss. It made the prey's blood rush faster in their veins, their adrenal glands start to pump out hormones at a phenomenal. It made them all the more delicious. As It watched, It felt a massive, nearly uncontrollable urge to rip the yellow pony in half, but self-determination prevailed. She would have her time, as would all ponies in Equestria and beyond.

Fluttershy rapped on the door to Twilight's tree several times. Her breathing was ragged as she looked over her shoulder. When the door finally squeaked open, Fluttershy's heart jumped so hard that she thought it would explode. "H-He-Hello?" she stammered as she poked her head into the dark library. It seemed vacant, yet the door had obviously not opened by itself. Fluttershy took a cautious step into the house. In recent weeks she had learned to be extra wary when things did not seem to be the way that they should. Fluttershy's senses were on high alert as she poked her neck further into the tree.

A pony sat in the skylight on the second floor. "T-Twilight?" Fluttershy asked. No response. "Twilight, i-is that you? I need someone to talk to, you know, if you're not busy." The pony turned to face Fluttershy, though their face hidden in the darkness. "You'll never believe what happened to me," Fluttershy said, her paranoia ebbing away. She started to walk into the library.

Sharp pain laced up Fluttershy's hoof. "Agh!" she cried out as she lifted her hoof to her face. In the dim moonlight she saw a shard of glass protruding from her foot and dark blood running down her coat. She looked down and saw a broken picture frame of Twilight, Fluttershy, and all their other friends lying on the ground. Shards of glass had sliced the faces of the ponies to ribbons, except one. Fluttershy looked at her unmarred face in the picture, and looked up. The pony had left the window.

Fluttershy's eyes widened as she backed up. She looked around, snapping her neck to cover the full area of the library. She saw nothing.

The next thing she knew she was flying through the air and slamming with bone-crunching force onto a shelf. Fluttershy groaned and felt one of her broken ribs painfully brush up against a lung. She looked up and saw a pegasus wearing a mask descend upon her, flying at full speed, hooves extended. Fluttershy screamed and rolled off of the shelf and hit the floor hard. The pegasi's hooves slammed into the wood and broke it in half. Fluttershy shuddered to think of what would have happened if she had not moved when she had.

The pegasus turned and flew back up, bracing for another strike. Fluttershy stared at the pony for a few seconds before it started charging as it did so, Fluttershy rolled underneath the table and grabbed a wooden plank. The pegasus hit the wooden floor, and Fluttershy swung the wooden plank with all her strength. Adrenaline fueled her swing as it made contact, sending the pegasus sprawling. It moaned and struggled to get up. Fluttershy cautiously crawled out from under the table.

She took a hesitant step forward, limping from the glass in her hoof. She saw that the pegasus was alive, yet dazed. The mask hung loosely off of its face. "Now, let's see who you are," Fluttershy said, thinking aloud. She reached down and began to pull off the mask. She had just barely seen the first inch of the sky-blue coat when Rainbow Dash's eyes flew open. "NO!" she roared and bucked Fluttershy hard in the chest. Fluttershy flew backwards, dragging the rest of the mask with her. Fluttershy looked into the face of her best friend and saw the emptiness in Dash's eyes. She did not see the loyalty or courage of her friend. She saw darkness, and emptiness. She saw It there.

Dash sneered at her before shuddering violently from snout to tail. Her eyes widened further, and she took off, flying away into the night. Fluttershy watched her go, feeling crushing sadness at having potentially lost two friends in one night. She tried to lift herself up with her legs, but felt agonizing pain from her midsection where Dash had bucked her. She winced and felt tears come to her eyes as she gasped.

Fluttershy lifted herself off the ground, feeling only minor pain as she did so. She flew out the door and to the hospital. She knocked on the door, but no one would answer. She tried opening the door, but it was bolted shut. _How odd_, she thought. She tugged with all her strength, but her efforts only brought on a whole new wave of pain. She resigned to leaning up against the wall and waiting until the morning, when she might gain admittance.

It stalked silently through the trees. The wind had picked up, and now sent decaying leaves skyward. The branches rustled loudly, but It did not mind. It walked on, oblivious to most of Its surroundings. An apple fell off of a tree and fell towards Its hoof. A tentacle grabbed it and immediately squeezed it into a pulp.

It arrived at the small house and looked in. Three ponies, one yellow Earth pony, an orange pegasus, and a white unicorn all sat around a lantern, wrapped like mummies in blankets. They laughed, not realizing Its presence outside the window. "Cutie Mark Crusaders!" they all shouted before collapsing into fits of laughter. It stared at them in silence. It had chosen its next prey wisely.


	14. Unexpected Weather

Wounds aching, body sore, Fluttershy sat slumped against the wall of the hospital. Despite the fact that it had felt like she had waited all night, less than an hour had passed. Her chest hurt badly whenever she breathed from broken and dislodged ribs. Her lower legs were numb and cold, while her forehoof lay limp beside her in a pool of blood.

Worse still was Fluttershy's emotional pain. She struggled to hold back tears, despite feeling utterly weak and powerless. Angel was dead. Rainbow Dash was not in the right of mind. Celestia only knew what had happened to Twilight. Fluttershy felt like there would be no end to her strife and sorrow. Her mouth hung slack as her vision began to flicker. _Perhaps I'll die here_, Fluttershy's battered brain thought, _Tomorrow, they'll come to investigate why the hospital was locked, and they'll find me here, on the ground, sleeping. Only I won't be sleeping. Will I? _Fluttershy sputtered out a weak laugh at her last thought, and then her eyes slowly closed, the darkness enveloping her like a warm blanket.

Fluttershy was not in the hospital when she awoke. She was in Canterlot, in a room painted black and blue. Her head throbbed, as did her hoof, but aside from that she was remarkably intact. She braced herself, teeth gritted, and inhaled deeply. She expected to feel the fiery agony of her beaten ribs, but there was none. Her ribs had been healed.

The door creaked open, and Celestia herself stood there, concern on her face as she looked at Fluttershy's weak form on the bed. "How are you feeling, Fluttershy" Celestia asked. Fluttershy's throat felt dry and raspy, but she said softly, "I feel a little sore, but, um, I feel fine." Celestia looked relieved. "Good. We thought for a second that there was irrevocable damage," the princess said as she looked out the window. "H-How did I get her, Princess? Y-You know, if you don't mind me asking," asked Fluttershy.

"One of Luna's guards found you outside the hospital while running an observational run over Ponyville. Tell me, why didn't you just go into the hospital? The doors were unlocked," Celestia said. Fluttershy replied, "T-T-They weren't unlocked for me, Princess." "Hmm. How odd," Celestia muttered as she continued to stare out the window. Bright sunlight streamed into the room.

"Fluttershy, I am sorry to have to say this, but you have found yourself in a very, very messy predicament," Celestia said, "You have drawn the anger of a very powerful creature upon yourself." "I-Is it the thing from the forest, the thing from the fog?" Fluttershy asked, feeling terror growing in her heart and mind. "Yes," Celestia said flatly. Fluttershy's eyes widened and her heart rate increased.

"We don't know exactly what it is, but we do know that it is very old, and very, very powerful," Celestia continued, "Luna and I have taken to calling it the 'Slender Pony', due to its appearance." "How do you know what it is?" Fluttershy asked, her interest piqued. Celestia turned to look at Fluttershy. "Because over a thousand years ago it tried to kill Luna. It would have succeeded, had I not intervened. Even so, I believe that it dealt massive mental damage to Luna, and began her descent into becoming Nightmare Moon," replied Celestia.

"It-It did something to my friend," Fluttershy said, feeling sorrow enter her heart once again. "Rainbow Dash? Yes, I know. I believe that it did to her what it did to Luna all those years ago, only on a different scale. I take it that she is the one responsible for your wounds" Fluttershy nodded, and then said, "Something also happened to Twilight, Princess. I went to her house, and the place was a wreck. That was where Dash attacked me."

"Then we have to assume that the Slender Pony got to her as well and did something to her, but sent Rainbow Dash after you because of her strength," Celestia said as her brow furrowed in concentration. "What about the Elements of Harmony?" Fluttershy asked. Celestia shook her head. "Even if all six of you were in the right of mind, I believe that the Slender Pony predates the Elements. They would be next to useless against it, and just as well, since it seems to become more powerful by absorbing the powers and knowledge of those around it. Perhaps that is why it took Twilight.

Fluttershy was silent for several moments. Finally, she spoke, "W-What will we do now, Princess?" Celestia looked at Fluttershy. "Knowing the Slender Pony, it will not stay dormant for long. I imagine that it is already stalking its next meal as we speak. We must not tarry," she said as she paced in front of Fluttershy's bed, "You must return to Ponyville. Keep watch for anyone that is suffering from delusions or paranoia, as they may be the target of the next attack. I will dig through my libraries and see if there is anything I can find on this monster."

Celestia walked forward and touched the tip of her horn to Fluttershy's forehead. Fluttershy was suddenly teleported to Ponyville, in the middle of the town square. The sky was cloudy, and the air held a bitter chill. Over to the side of the square, Fluttershy saw a pegasus arguing with the mayor. "What do you mean this weather wasn't planned? All our weather is planned by YOU all, so from what I am hearing, it sounds like you just don't want to admit that you messed up," the mayor fumed. "I'm sorry, but this was not caused by us! We have no idea where this weather came from, and it is resisting our efforts to get rid of it," the pegasus yelled.

Fluttershy turned away from the pair and walked slowly towards Rarity's house. She rapped on the door several times before Rarity answered. "Fluttershy, darling! What brings you to my house on this most _horrible_ of days" The fashion pony exclaimed. "H-Hi, Rarity," spoke Fluttershy softly, her conversation with Celestia still ringing in her ears, "D-D-Do you think that I could maybe, umm, you know, stay here, with you? It would just be for tonight, I promise."

"Fluttershy, of course you can stay the night here! I am having Sweetie Bell over for a while, but feel free to sleep on the guest bed," Rarity replied, opening the door wider for Fluttershy to enter. "Why thank you, Rarity. I promise not to be a bother," Fluttershy said as she walked into the house.

Later that night, Fluttershy lie on the guest bed, images of black tentacles seared into her mind. She pulled the blanket closer over her head. Her eyes began to droop, and sleep began to cloud her mind, which was partially why she screamed and jumped when she heard someone else in the house screaming. Fluttershy tore up the stairs and saw Rairty trying to console a screaming and crying Sweetie Bell. "Shush, Sweetie Bell. It was just a bad dream. It's all over now," Rarity soothed. Sweetie Bell continued to cry. In that moment, as pity filled her mind, Fluttershy knew who the Slender Pony's next victims were, and she knew that it would be hard enough to protect even one of them, let alone all three.


	15. Preparations

The foul weather continued into the next day. The air was a bitter cold, and the clouds had grown darker. A light fog had descended during the night, light grey clouds rising up to the knees of an average-sized earth pony. Birds shivered in their nests, not accustomed to this bitter, biting cold. They tweeted in low tones, shivering in the cold. Hatchlings huddled together under the warmth of their mother's belly, desperate for warmth. Fluttershy knew with sorrow that unless somepony stepped in or this weather passed that the hatchlings would die. The mothers would not leave the nest to gather food for fear of her babies freezing to death.

Stifling a wave of sorrow, Fluttershy pulled the hood of her jacket over her head, sniffling as she did so. As usual, Fluttershy had come down with a light cold from the weather, as she usually did when bad weather was about. She slowly trudged up the hill to the marketplace in Ponyville. She walked up to a fruit vendor and said softly, "Th-Th-Three bags of strawberries, please." Sweetie Bell had asked for strawberries, and Fluttershy had decided to oblige and get some for her, knowing full and well what was coming after her.

"That'll be eighteen bits," the vendor pony said, his voice slightly muffled by a scarf around his head. "Eighteen bits! Why are they so expensive now?" Fluttershy exclaimed. "I've gotten reports from all across the region. If this weather keeps up, the crops will start to die off. This is the last batch that I've been told I'll be getting for some time now. Sorry for any inconvenience," the vendor explained. Fluttershy sighed and pulled out nine bits. She laid the shiny coins on the wooden stall and said, "Alright. One bag of strawberries, please."

The bag of strawberries clenched tight in her teeth, Fluttershy began to walk back to Rarity's house. As she walked, she noticed the outline of her small cottage off in the distance. Seeing her house brought up memories of hairless rat-creatures and of Angel's skinned face and of the Slenderpony. Fluttershy suddenly developed a massive interest in the cobblestone street, and this interest continued until she reached Rarity's house.

Rarity and Sweetie Bell were inside, sitting on a couch. A mug of steaming hot chocolate was wrapped inside Sweetie Bell's hooves, and a blanket had been stretched over her shoulders. Her eyes were draped in dark bags, her eyes barely open as they were. With a jolt, Sweetie Bell shook herself awake, no doubt still fearful of her nightmare last night. Fluttershy felt sympathy for this little pony, so young and afraid. Fluttershy's eyes drifted Sweetie Bell's bare flank, and wondered if after the events of the next several days she would ever get her cutie mark.

"I-I-I'm sorry, Sweetie Bell, but this was all I could afford," Fluttershy said softly as she set the bag of strawberries down on the table in front of the shivering filly. "T-Thanks, F-Fl-Flutters-sh-sh-shy," Sweetie Bell stammered, her teeth chattering. Despite being wrapped in a warm blanket, with a cup of hot chocolate, inside of a magically heated house, Sweetie Bell was freezing. Fluttershy felt a growing sense of despair as she watched the Slenderpony's effects take its toll on the little pony in front of her.

Fluttershy began to doubt if she could truly save the Cutie Mark Crusaders. Granted, she had squared off with the Slenderpony once before, in the Everfree forest, but she was beginning to doubt how strong it had been at the time. Plus, there was no telling what this thing could and would do while hunting, as it apparently was with the Cutie Mark Crusaders. Fluttershy shivered as images of rent flesh and blood-stained carcasses filled her mind. She shook her head and cleared the gruesome thoughts from her mind. If she was to save these poor fillies, she would need to be focused.

Miles away, It prepared itself for the feast to come. Its tentacles writhed in erratic patterns, even if It was standing still, as it was now. With as little as a thought, It left the field where it had been standing and was now at an apple orchard, with a sign reading _Sweet Apple Acres_ overhead. It moved towards the house ahead, and gazed in the window. A small, light green pony with a red bow in her hair happily jumped around on the floor, apparently playing with her larger, orange-coated sister.

It took note of an elderly green pony sitting in a rocking chair, her skin wrinkled and old. She was missing most of her teeth, and moved very slowly when she rose to open the window to let in some fresh air. Standing in the doorway was a tall, muscular pony with a blonde mane. This stallion was definitely in charge of this house, as he emanated strength and paternal-care, even if he was only the older brother to these two mares, as It found out when it read his thoughts.

_Go to the orchard_, It whispered into Big Mac's brain. The slithering words entered the stallion's brain, and his eyes dilated slightly for a moment. He started walking towards the door. "Where 'yah goin', Big Mac?" the orange mare asked. "To the orchard," Big Mac replied as he left the house, leaving a bewildered Applejack in his wake.

Next, It turned its attention to the little green filly, Its future meal. _Ask for a sleepover with your friends_, It whispered. The filly had the same reaction that her brother did, with her dilated eyes. "Hey, Applejack?" she asked, "Can ah have a sleepover with mah friends tonight?" _Say yes_, It whispered to Applejack. "Why, sure, Apple Bloom! After we eat supper Scootaloo and Sweetie Bell can come right over!" Applejack said.

In an instant, It teleported to Rarity's house. It peered through a window and saw the filly, Sweetie Bell, curled up on a couch shivering. It withdrew Its presence from her mind and body, and allowed for her bodily functions to return to normal. The pony yawned and drifted off to sleep, her body recovering from the invasive presence of It. It looked and saw the infernal yellow pony with the pink mane standing there, pulling a blanket over Sweetie Bell while a white unicorn adjusted the temperature of the house.

Gutteral, primordial rage boiled up inside of It when It saw Fluttershy alive. It had been sure that the blue mare had killed her at the purple unicorn's house. It desperately wanted to enter the house and rip her flesh from her bones, fillet her skin and harvest her organs as a tasty meal. But no, It would wait as it always did. For It was patient, and It was calculating.

Its presence in Ponyville had caused quite a shift in the weather, a sign of It returning to full power. Even now, It saw thunderheads gathering. Thunder rumbled in the distance, and It saw the faint outlined of pegasi desperately trying to revert the weather back to its usual patterns. It knew that it was a hopeless task, and It would look forward to the coming rain. Like a ghost in the night, It faded into the rising fog, disappearing an instant later.

Later that night, Apple Bloom, Scootaloo, and Sweetie Bell were gathered around a lantern in the middle of the main room in Apple Bloom's house. The three fillies giggled, Sweetie Bell apparently recovering from her mysterious illness in a matter of moments. Granny Smith hobbled into the kitchen, holding a tray of apple fritters. She had just reached the fillies when a slithering voice whispered in her head, _Open the door._


	16. A Meeting of the Minds

Granny Smith hobbled into the kitchen, holding a tray of apple fritters. She had just reached the fillies when a slithering voice whispered in her head, _Open the door._

Granny Smith's eyes dilated and she felt a cold presence in her mind. She set the apple fritters down and yawned. "Sure is hot in here, isn't it girls?" she asked the fillies gathered. They all looked at each other. "Uh, no its not, Granny Smith," Scootaloo said. Apple Bloom and Sweetie Bell nodded in assent. Granny Smith ignored them. "Sure is hot in here, isn't it?" she repeated, "I better go let some fresh air in." She hobbled on her cane over to the door.

"Uh, Granny? If yah want some fresh air and all, wouldn't it be easier to open uh window?" Apple Bloom said as she nibbled on a fritter. "Hush now, child. Ah know what Am doin'" Granny Smith said as she shuffled over to the door. The Cutie Mark Crusaders looked at each other, expressions of confusion on their faces. They leaned in close to each other, so as to prevent anyone else overhearing them.

"You think that Granny Smith's gone crazy?" Scootaloo whispered. "Ah don't know, but she sure is actin' strange," Apple Bloom responded. "Maybe she's sick or something," said Scootaloo. "Nah, Applejack'd know if she was sick," Apple Bloom responded. "Maybe she's just old," Sweetie Belle interjected, her voice low. The other two fillies looked at her for a moment before bursting out in laughter. As the fillies clutched their sides and banged their hooves on the wooden table, Granny Smith threw open the door.

She stood there, taking in the frigid air from outside. "Ah, much better," she said to no one in particular. _Go to bed_, the voice hissed in her mind again. Granny Smith shuddered for a moment. "Well, looks like it's time for me to hit the sack," Granny Smith said, pausing to kick a sack of apples as she left the kitchen. The Cute Mark Crusaders looked at each other, dumbfounded.

The house grew colder and colder by the second. The fillies gathered round the table shivered as Scootaloo said, "I-I-I'll go c-c-close the d-d-door." "G-G-Good idea," said Sweetie Belle as she sneezed. Scootaloo walked over to the door, and stopped. She stood there, unmoving, her jaw quivering. She took a tentative step back, her jaw slowly falling. "What is it, Scootaloo?" Apple Bloom asked. Her friend did not answer.

It stepped into the small house, shrinking It's limbs so that It could fit through the doorway. As It entered, It realized that Its very presence had lowered the temperature of the room by ten degrees. It surveyed the room, from the cowering orange filly below it to the other two fillies sitting at a table, their jaws dropped.

Apple Bloom's mind was suddenly and inexplicably clouded with fear as she stared at the tall figure standing in the doorway. It was tall, very tall, with skin as white as snow. Its flank bore no Cutie Mark, though it seemed to be full grown. It looked as though it were wearing a formal suit, complete with a tie. What really unnerved Apple Bloom, though, was the face, or lack thereof. The blank face swiveled on a thin neck as this creature observed its surroundings. As it entered the house, Apple Bloom saw writhing tentacles protruding from its back.

The fear in Apple Bloom's mind cleared as she screamed. Her scream, loud and high pitched, jarred her friends from the terrified trance they had been in. They screamed as well, and took off running. "Applejack! Big Mac!" Apple Bloom cried as the fillies sprinted to the front door. Apple Bloom ran face-first into something dry and cold, and with growing horror she looked at the blank face above her. She screamed and scrambled away from the things leg that she had just run into.

"Apple Bloom? What's goin' on down here?" Big Mac said as he ran down the stairs. He stopped short as he stared at the massive creature standing in the house, empty face fixated upon the cowering fillies. "Ah don't know what you are, but that's mah little sister, there. And Ah ain't gonna let you scare her anymore!" Big Mac said in a typical big-brother style.

Two tentacles shot out and wrapped themselves around Big Mac's hind legs. They lifted him up and pulled, splitting him down the middle. The tentacles held the bisected body of Big Mac for a moment, before letting the corpse drop. Apple Bloom stood there, jaw open, as the shock of seeing her brother ripped in half dawned on her. She stood there for a moment before she felt vomit rising up in her throat. She covered her mouth with a hoof and sprinted to a window, where she vomited.

It regarded the blood dripping down its tentacles with what could have been perceived as amusement. The tentacles flicked to and fro, spraying drops of blood onto the walls. It saw the little green pony cover her mouth and run to the window, where she vomited. It would have smiled, if It had a face. Instead, It crept forward, tentacles raised like snakes about to snap at a mouse.

"NO!" A voice cried from the back door. It looked up to see Fluttershy burst into the house, a jacket pulled tight over her body. She ran and stood between It and the Cutie Mark Crusaders, her eyes filled with fear and loathing at the same time. "You… you BULLY!" Fluttershy screamed, her mind reeling. In her head, the insult had seemed incredibly offensive, but now as she looked at the corpse of Big Mac, as she fought back the urge to vomit, she felt that "Bully" wasn't nearly close enough to what this monster was.

"How dare you. HOW DARE YOU!" Fluttershy continued screaming. The Slenderpony regarded her with vague interest, content to eat her after It was finished. Fluttershy trembled as she looked up at the Slenderpony, though she was not sure whether it was from fear or anger, or perhaps a combination of the two. "Y-Y-You," Fluttershy began, but her voice was abruptly stopped. She struggled to talk again, to continue insulting the Slenderpony, but she found that no words would come. She tried moving a leg to get into a better position to protect the girls, but her muscles wouldn't move.

Fluttershy managed a weak yelp as she was slammed upwards into the ceiling, then downwards onto the floor. She gasped as the air was wrenched from her lungs when she hit the ground. Her spine and belly ached from the impacts. As she groaned softly, she was lifted into the air and slammed three times into the wall. She felt at least two ribs crack, and she screamed soundlessly. She fell to the floor, dazed and confused.

Twilight Sparkle walked into the house and took her place beside the Slenderpony. Her friend was thinner, almost to the point of emaciation. Her eyes were blank and dull, just like Rainbow Dash's had been when she was attacking Fluttershy. The glow in Twilight's horn from the spells she had just cast dimmed as she stared blankly ahead like a soldier awaiting orders.

"T-Twilight," Fluttershy stammered as she painfully rose to her feet. If Twilight heard her, she did not acknowledge it. Fluttershy grimaced and gasped as ribs that had been knocked out of place jabbed into her insides. She gritted her teeth and clenched her eyes shut, determined not to appear any weaker.

"What did that thing do to you, Twilight?" Fluttershy said sorrowfully. Twilight continued her stare forward, not responding to her old friend. Fluttershy limped over and stood in front of the cowering fillies. Apple Bloom lay on the floor, her breathing ragged, her skin growing pale. Fluttershy wasn't very knowledgeable when it came to medicine, but she knew the symptoms of shock from working with animals for most of her life. Apple Bloom needed medical attention soon, and the only way to save her was through the Slenderpony in the doorway. Fluttershy considered running for it, throwing Apple Bloom over her shoulder and having Scootaloo and Sweetie Bell run with her, but Fluttershy knew deep down that the Slenderpony would watch them. It would enjoy the hunt if they ran.

Fluttershy looked at Sweetie Bell and Scootaloo. "Girls, get behind me and keep Apple Bloom warm," she said softly but with firm determination. The terrified girls crept behind Fluttershy and curled up next to Apple Bloom. Fluttershy could only hope that the combined body heat of two additional fillies would keep Apple Bloom warm until she could be moved.

_A valiant effort_, the Slenderpony hissed inside the minds of everyone in the room, _But meaningless._ Scootaloo and Sweetie Bell clutched their temples and shrieked. _How long do you expect to act as a shield for them, Fluttershy? How easy do you think it would be for me to have Twilight here immobilize you and force you to watch me devour them whole?_ The Slenderpony taunted.

_He's right. He could just have Twilight cast a spell on me. But why hasn't he done it yet?_ Fluttershy thought.

_I have a much more tantalizing plan for you tonight, Fluttershy,_ the Slenderpony hissed. Fluttershy's eyes dilated. _It can read my mind!_ She thought.

_Indeed I can, Fluttershy. Makes you wonder what else I can do, doesn't it?_ The Slenderpony said, his voice changing to exactly mimic Discord as he spoke. Fluttershy's glare wavered. She considered for a moment running as fast as she could. She could survive. The Cutie Mark Crusaders would die, but she would survive.

_No. I will not run._ Fluttershy thought, knowing full well that the Slenderpony could hear what she thought. _Bring her to me, Twilight Sparkle_, the Slenderpony said in Twilight's head alone. Twilight's eyes glowed vibrantly with her horn as she willed Fluttershy to move. Fluttershy squeaked as her legs moved against her will.

"What are you doing?" Fluttershy cried. _YOU will be the one to bring my meals to me. You will bring me the fillies, and you will hold them down as I kill them, one by one,_ the Slenderpony said. Fluttershy came to a stop in front of the massive monster. _Now, to break you,_ the Slenderpony said. It lowered its head and gazed into Fluttershy's mind.

Time seemed to slow. Fluttershy clenched her eyes shut, retreating as far within her mind as she could. For a moment, there was silence in the house. In the next moment, the house exploded.

Fluttershy was tossed backwards twenty feet, her body slamming against tables and walls. The Cutie Mark Crusaders were nearly crushed under a pile of rubble that dropped from above. Scootaloo and Sweetie Belle screamed and dragged Apple Bloom towards the kitchen. They fell flat on their faces when the concussion wave hit. Twilight Sparkle flew out of the house, her body smashing into the dirt, unmoving. The Slenderpony itself had not been spared, as it was shakily rising to its feet thirty feet away from where it had been standing, exactly opposite from Fluttershy.

Fluttershy's vision blurred as she rolled off of the ruined table that she had landed on. She coughed into her foreleg, which came away bloody. She crawled into the ruined living room and looked at Scootaloo and Sweetie Belle. "Are you alright?" Fluttershy croaked softly. The girls nodded rapidly. "I don't know what to do about Apple Bloom, though," Sweetie Belle said as she nuzzled her friend's chest. "I'll think of something," Fluttershy said.

The left half of the house was ruined. Broken bits of wood fell from above. Metal pieces jutted like snapped bones from the walls. Granny Smith shuffled out of her room, the sleep placed upon her by the Slenderpony having worn off. "What in tarnation?" she exclaimed, her eyes barely open. When she rubbed her eyes with her hooves and opened her eyes fully, her jaw dropped. She looked weakly at Big Mac's corpse, partially buried by rubble, and fainted.

"Scootaloo, did Apple Bloom ever mention where Applejack was?" Fluttershy asked. Scootaloo thought for a moment. "I think she mentioned that Applejack was in Appleloosa, but everything is sort of fuzzy. My ears won't stop ringing."

Fluttershy coughed and walked on shaky legs out to the front of the house. The Slenderpony was gone, though it had obviously suffered in the blast, as there were massive gouges in the dirt. Twilight Sparkle groaned from the tree where she had hit. Her horn was glowing.

Fluttershy limped down to her friend. She rolled Twilight over to see that her friend was not only conscious, but casting a spell. Twilight's eyes were normal. "Don't know how much longer it'll be before that thing takes over again. I'm casting a spell to alert Luna that something's happened. Tell her and Celestia everything," Twilight gasped as she convulsed. "Twilight," Fluttershy said, reaching a hoof out to her friend.

Twilight's head snapped to face Fluttershy, her eyes returning to their hollow appearance. Twilight's horn glowed as she tossed Fluttershy back and ran off into the night.

Fluttershy got to her feet and wiped the dust off of her face. She stood for a moment as the stress of the night combined with the agony of her wounds overcame her. With nothing else left to do, Fluttershy fell to her knees and wept.


	17. Opposites React

Numbness crept upon Fluttershy. She sat curled up, oblivious to the world. She did not stir, not even when she heard the flapping of multiple sets of wings. She heard the ground stir as Luna and her guards landed. There was faint murmuring. She heard a pony walk towards her, and Luna leaned down to talk to Fluttershy. "Fluttershy, I must ask you what happened here, and who summoned me here," the princess said. Fluttershy clenched her eyes shut and didn't answer. "Fluttershy," Luna coerced, "We can't help if we don't know what happened." Fluttershy, her eyes still clenched shut, replied, "Apple Bloom needs help."

"Apple Bloom?" Luna asked. Fluttershy nodded vigorously. Luna looked to her guards. "Find the filly named Apple Bloom inside the house and see to it that she gets medical attention," Luna ordered. "Right away, princess," the guards said as they moved into the smoldering house.

"Alright, Fluttershy. Apple Bloom is going to be taken care of, but I need you to work with me here. What happened?" Luna said gently, lying down next to Fluttershy. Fluttershy did not even know where to begin. She felt cold, empty. The mere moments where her mind and the Slenderpony's mind had met had scared her more than any dragon could. She had felt the emotions of the Slenderpony. She had felt its cruelty, and its insatiable desire to kill. She had experienced an evil that could not be described with words.

"Alright, how about this: I'll ask you yes or no questions, and you respond accordingly. Okay?" asked Luna. Fluttershy nodded. It was a start to explaining what had happened. "Was the Slenderpony involved?" Luna began. Fluttershy nodded so hard that she thought that her neck would snap from the effort. "Alright. Was it the Slenderpony that killed Big Mac?" Luna continued. Fluttershy nodded, more slowly this time. She resisted to urge to vomit as the images of Big Mac's bisected body entered her mind.

"Was it the Slenderpony that caused the explosion?"

Fluttershy looked up at Luna. "I-I-I don't know what it was," she said, her voice soft, "It looked into my mind, and the next thing I knew, I was all the way across the room." Luna was taken aback by this. "Do you know what that was?" Fluttershy asked. Luna shook her head. "My sister will be arriving shortly. She will know," the princess replied. Fluttershy saw the guards carrying the pale form of Apple Bloom into a chariot, Scootaloo and Sweetie Belle following behind. "Poor Apple Bloom," said Luna to no one in particular, "I doubt that she will ever forget what she saw tonight."

Fluttershy placed her head on her forelegs. Her mind was still reeling, and it felt like her stomach was caught up in a hurricane. She closed her eyes and stayed very still. She was still unmoving when Celestia arrived an hour later. The majestic white alicorn descended from the sky and looked around at the devastated house. Without saying a word, she walked into the wreckage. She saw Big Mac's body, the two halves blown away by the explosion. She surveyed the small crater where Fluttershy had taken her stand against the Slenderpony, where their minds had met for a moment.

Satisfied with looking at the wreckage, Celestia strode over to where Fluttershy was laying. If the yellow mare knew that Celestia was nearby, she did not acknowledge the princess. "Thank you, Luna," Celestia spoke softly, "You can return to Canterlot now. I will take it from here." Luna nodded and took flight.

For a moment, Celestia stood in silence next to Fluttershy. The night was chilly, though not as chilly as it had been in the past. Crickets chirped loudly as Celestia watched Fluttershy for a time. "Fluttershy," Celestia began, "I know that you told Luna as much as you could, but there are details that I need to know."

"Like what?" Fluttershy asked. "Like how the Slenderpony got in. How it managed to subdue Big Mac, a strong, full grown stallion, and how the explosion happened," Celestia replied. Fluttershy took a deep breath, gathered up as much strength as she could, and recounted the events of the night to Celestia.

When she was finished, Celestia stood in silence, contemplating what Fluttershy had just said. Celestia's brow furrowed as she looked off into the distance, at the tree line of the Everfree forest. "It's getting stronger," the princess said at last. Fluttershy looked at her. "If the Slenderpony has gained enough strength to manipulate an entire town's weather, as well as attack a family of ponies without difficulty, then it's strength is growing by the day," Celestia said, "I fear that it will soon become strong enough again to challenge Luna and myself.

Celestia lay down beside Fluttershy, her wings folded against her side. "I have heard of your quest to discover information about the creature that calls itself, 'the Rake'," Celestia resumed, "It visited you, correct?" Fluttershy nodded. "The Rake has also killed the head of the Guard," Celestia continued, "Granting it access to Canterlot. I fear that the Rake has allied itself with the Slenderpony. I shudder to think of what else lurks within the Everfree forest that the Slenderpony could call to its aid."

"P-P-Princess Celestia?" Fluttershy said weakly. "Yes, Fluttershy? What is it?" Celestia replied. "W-What happened in there, when the S-Slenderpony looked into my mind?" Fluttershy asked. Celestia thought for a moment. 'A very powerful piece of magic," the princess said, "I assume that when it entered your mind, you entered it's, correct?" Fluttershy nodded, still shuddering at what she had seen there. "You, Fluttershy, are a sweet, caring, and loving mare," Celestia said, "And the Slenderpony is a dark, evil, twisted murderer that only exists to kill and devour."

"Imagine what it would be like, for everything kind and good within you to meet everything that makes the Slenderpony evil, and vice versa. The reaction would be immense, as the energies try to out-do each other. You are lucky that you are so kind, Fluttershy, else the evil within the Slenderpony would have corrupted you," Celestia finished. "Like what happened to Twilight and Rainbow Dash?" Fluttershy asked.

"Yes. The Slenderpony was wise enough to strike them when their willpower was low. Rainbow Dash was recovering from a terrible infection from the Wendigo. It used some sort of magical image to shatter Twilight's mind and enter that way. They were both weakened, but when you took a stand against it, Fluttershy, you showed no weakness for the Slenderpony to exploit. I doubt that it will forget that any time soon."

Fluttershy smiled weakly. "So, what do we do know, Princess?" she asked. Celestia looked off at the forest again. "We have to go on the offensive. Take the fight to the Slenderpony," the princess said. "How will we do that, Princess Celestia?" Fluttershy asked. Celestia smiled. "I have an idea," the princess said.

Back at Canterlot, Celestia and Fluttershy poked through books in the archives. Dozens of piles of books and scrolls littered the floor as the princess and Fluttershy searched. "I know it's here somewhere!" Celestia muttered, "Its times like this when I need Twilight, but she's not around." "Princess, remind me what we're looking for again," Fluttershy asked. "A book that contains a spell and ritual combination," Celestia replied shortly before resuming her search.

The sun was high in the afternoon sky when Celestia and Fluttershy stopped for a rest. "I-it's got to be here somewhere," Celestia muttered. Piles of books several feet tall covered the floor of the archives. "Do you remember what the cover looked like?" Fluttershy prodded. "Yes, yes, it was a… a dragon, I believe," Celestia answered.

"Alright, well, maybe there's a spell that you can use to find books with dragon covers," suggested Fluttershy. Celestia sighed. "Worth a shot," the exhausted princess said as her horn glowed. A stack of books assembled on a nearby table, some barely an inch thick and others rising up to Fluttershy's knees.

After several hours of going through each book, Celestia cried out, "Aha! I've found it!" She held a small bit of paper within her jaws. She levitated it onto the floor. "I knew it was in one of these books!" she exclaimed. "What spell is it?" Fluttershy asked. "A spell that will put an end to the Slenderpony's rampage," Celestia answered. Fluttershy looked at the title of the spell and ritual combination. Fluttershy felt a sense of power rise within her as she realized what this spell would do.

As Fluttershy read the recipe for the Binding Spell, she knew that she would defeat the Slenderpony; that she could defeat it. And Fluttershy knew that there wasn't a force in Equestria that could stop her.


	18. Deluge

Rain poured over the hospital in Ponyville. Grey and black thunderheads rumbled and lightning struck with deafening retorts. The rain had started shortly after the bitter cold had left Ponyville, and had not stopped for several days now. The river that ran near Fluttershy's house and into the dark Everfree forest had become flooded, the water levels rising high above the banks. The corpses of animals caught in sudden flash floods washed up in the fields, often piling up to three or four corpses high.

In Ponyville, the ponies had banded together to try and ward off the destructive flooding brought on by the rains. Bags of sand acted as pony-made barriers that had warded off the worst of the flooding, but the damage was still severe. Flooded, abandoned houses had become a common sight as what few ponies remained walked the streets, umbrellas held high. Some houses had been totaled, the weight of the water upon the thatch roofing leading to collapse and decomposition.

Worse still were the numbers of illnesses brought upon by the rains. Ponies of all ages stumbled into or were carried into the Ponyville Hospital, coughing and rasping. The sick ward of the hospital was overflowing with patients. Some of the patients that required less care were placed into other wards to accommodate those with more severe illnesses. The constant coughing and sneezing gave an almost surreal and supernatural to the natural disaster befalling Ponyville.

It was into this hospital that Fluttershy walked, a jacket pulled tightly over her frame. Less than two weeks had passed since Fluttershy's meeting with Princess Celestia on how to defeat the Slenderpony, and for the first several days Fluttershy had felt imbued with a sense of invincibility. Her confidence had been stellar, until she had returned to Ponyville. Her heart had sunk as she had trotted past her little cottage, abandoned to the elements. The weather had not been kind to the ramshackle cottage, the door lying in the slightly overgrown grass nearby. The thatch roofing had long since caved in, allowing the rains free access to the inside of Fluttershy's cottage.

As she had entered the cottage, Fluttershy breathed a deep sigh of relief. The rains had washed away the headless corpse of Angel, the small bunny's limp form being washed out and into the fields that he had so often jumped and played in, where he could finally be at peace.

Or so Fluttershy wanted to believe.

She could not bring herself of the rat-creatures stripping Angel's body of flesh, then gnawing on the bones until nothing remained but small slivers of bone to insignificant to be bothered with eating. Fluttershy did not want to imagine the things that had killed her best friend further desecrating his corpse. She wanted to believe that, for once, there was to be a silver lining to her troubles; that something had ended peacefully. It was a nice thought that Fluttershy entertained, though not a realistic thought.

Fluttershy had gathered a few things from her waterlogged cottage, stowed them in her bag, and turned to leave. As she had been leaving, she heard the crunch of glass beneath her hooves. Fluttershy looked down. She had crushed a wrinkled picture of herself and Angel on his birthday, when she had spent hours making a special cake for him that he had turned down moments after its finishing because there had been something wrong with the petals on the flowers that Fluttershy had picked specifically for the occasion. A tear ran down Fluttershy's face, mixing with the frigid raindrops that streamed down alongside it. "Angel," Fluttershy said softly, "I am so, so sorry, Angel."

She struggled to get out the remainder of her apology, choking back tears. For the first time since Sweet Apple Acres, Fluttershy had felt a crushing feeling of despair come over her. She fell to the floor, not minding the biting cold of the rain and wept openly. "Mommy's sorry, Angel. Mommy's sorry." She choked out.

Her eyes still red from crying, Fluttershy had left her cottage, looking back at her house for one last look. She sniffled and walked solemnly onwards into Ponyville. As she had walked she overheard snippets of conversation. Mayor Mare was talking to several representatives from Canterlot as Fluttershy passed her. "-ave to evacuate. We're running out of supplies to tend to the sick," she was saying. "The Princesses understand, Mayor, but there isn't a place ready in Canter-" the guard replied before the remainder of his comment was drowned out by the creaking of wood. A house behind the two ponies creaked and buckled before the soggy wood broke, sending an entire wall slamming to the ground.

Fluttershy had walked on to the Hospital, where she now stood. Even from the entrance, she could hear the coughing and rasping of the sick and dying even from where she stood, but what hurt her heart was the dozens of ponies sleeping on the floor of the hospital, one of the few places left in Ponyville that wasn't damaged by the rain. Shivering foals lay curled up in tight balls next to their mothers, desperate for warmth. Small colts and fillies shivered in the cold, some sobbing and crying.

"Excuse me, pardon me," Fluttershy said softly as she made her way through the mess of ponies, taking care not to trod upon anypony. Her hoof accidently brushed against the leg of a sickly elderly pony. "Oh my goodness, I am so sorry. Let me get out of your way," she stammered. The elderly stallion paid her no mind. He continued to stare blankly at the wall.

Suddenly, two small ponies appeared in front of Fluttershy, one Pegasus floating with his wings and one Unicorn levitating. "Fwuttershy! You brings bunny?" Pumpkin Cake spat, referencing the days in the past that Angel and Fluttershy had babysat the Cake twins. "Where bunny, Fwuttershy?" Pound Cake asked innocently. Fluttershy averted her gaze from the imploring brown eyes of Pound Cake, only to have Pumpkin Cake levitate down and latch onto her face with a squeal.

"Come on, kids. Leave Ms. Fluttershy alone," Mr. Carrot Cake said, exhaustion causing his voice to trail off. "Aww," both twins said in unison. Fluttershy's sadness lessened as she felt Pumpkin Cake squeeze her face a little tighter, burying her light orange coat into Fluttershy. Mrs. Cup Cake chimed in, "Come on, kids. Your father is right. Come on ov-" Her statement was interrupted by a bout of coughing and wheezing.

"Are you alright, Mrs. Cake?" Fluttershy asked. "Doctor says that I'm sick, just like almost everybody else left in this town," Mrs. Cake said softly, 'I should be fine." But Fluttershy could tell that Mrs. Cake was quite sick, her coat losing its usual color. Mr. Cake walked over and nuzzled his wife as Pound Cake and Carrot Cake floated down to their mother's side and curled up. Fluttershy took this as a dismissal. "I have to go, you guys. But I hope you feel better, Mrs. Cake!" Fluttershy said. "Goodbye, Fluttershy," Mr. Cake said. His wife nodded in assent. "Bye bye, Fwuttershy!" the Cake twins chimed in. "Goodbye, children! Behave for your parents," Fluttershy replied, nuzzling the twins.

Fluttershy quickly found Nurse Redheart and approached her. "Excuse me, Nurse Redheart? I am looking for someone, and I was hoping that you could help me. You know, if you have the time," Fluttershy said softly. Nurse Redheart sighed. "Everyone's looking for someone in this place." She pulled out a clipboard. "Name of the patient?"

"Apple Bloom," Fluttershy replied. Nurse Redheart looked up at Fluttershy. "Right this way," she said softly. The mares walked in silence down the halls, making several turns and twists before coming to the psychological treatment ward. Inside, several rooms down, Apple Bloom sat in her bed. Her eyes, once lively and filled with energy, stared blankly ahead.

"She's been like this for weeks," Redheart said, shaking her head slowly, "Poor thing, watched her brother get killed right in front of her." Fluttershy swallowed hard. Each word from Redheart cut like a knife. "T-T-That's terrible," Fluttershy replied, "Can I visit her?" Redheart shook her head. "Family only at this time, and Applejack is currently tending to Granny Smith, who has a bad case of the cold," Redheart said solemnly.

"Oh my goodness! Poor Applejack!" Fluttershy exclaimed. Redheart nodded and said, "You can visit her, if you'd like." Fluttershy nodded.

Applejack was sitting in a chair besides Granny Smith, who coughed and wheezed in her sleep. Fluttershy walked up to her close friend and spread her wings over Applejack. "Applejack… I am so sorry," Fluttershy said. Applejack looked at Fluttershy, tears in her eyes. She wiped them away with her forehoof. "Ah, you ain't got nothin' to be sorry for, Fluttershy. It's not like it's yer fault, what happened to Big Mac and all. And Granny? She's just old, that's all. She'll pull through," Applejack said. Fluttershy couldn't respond. She was on the verge of tears. _It may not be my fault, Applejack, but I am still going to try and fix this. I am going to stop the monster that killed your brother and caused your grandmother and sister to be in this hospital. I promise_, Fluttershy thought as she stared solemnly down at Granny Smith, her wing still around her friend.

It walks through the cold rain, oblivious to the chill. Its white form passes silently though the rows of tombstones like a ghost in the rain. Its black tentacles drag across the stone headpieces absently as It walks to the graves It is looking for.

It stops and stares with nonexistent eyes at the two tombstones. Lightning flashes overhead, illuminating the names _Honeyshine Meadowdew _and _Sterling Karat_ carved into the tombstones. It does not flinch at the lightning, only stares. It is soon joined by two small, pale forms. The jackets hang loosely off of the emaciated bodies of Twilight Sparkle and Rainbow Dash, their skin drawn tightly against their bones. Their empty eyes sit large in their skulls, unmoving, awaiting instruction. It turns to them. It knows that after It is done, this cemetery will contain many more bodies and even more empty graves.

_Find the yellow Pegasus. Break her once more_, It whispers to Rainbow Dash and Twilight Sparkle as the rains continue to fall. As Dash takes to the skies despite the lightning and Twilight teleports, It feels emptiness inside. It is time to feed again.


End file.
